8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 31, 2010

Date of Report (Date of earliest event reported)

Harrah’s Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-10410	62-1411755
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Caesars Palace Drive

Las Vegas, Nevada 89109

(Address of principal executive offices)

(Zip Code)

(702) 407-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Overview

Harrah’s Entertainment, Inc. (the “Registrant”) previously announced in its Annual Report on Form 10-K, filed on March 9, 2010, that it had received the requisite consent of the lenders under the commercial mortgaged-back securities (“CMBS”) financing of (i) Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah’s Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC (collectively, the “Mortgage Loan Borrowers”), each a wholly owned indirect subsidiary of the Registrant, to amend certain terms of the CMBS mortgage loan agreement (the “Mortgage Loan Agreement”) and (ii) Harrah’s Las Vegas Mezz 1, LLC, Harrah’s Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah’s Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, and certain of their direct and indirect parent companies named as borrowers therein (collectively, the “Mezzanine Borrowers” and, together with the Mortgage Loan Borrowers, the “CMBS Borrowers”), each a wholly owned indirect subsidiary of the Registrant, to amend certain terms of the CMBS mezzanine loan agreements with the Mezzanine Borrowers (the “Mezzanine Loan Agreements,” and, together with the Mortgage Loan Agreement, the “CMBS Loan Agreements”) (such amendments and related transactions, the “CMBS Refinancing Transactions”). The current versions of the CMBS Loan Agreements were initially filed as Exhibits 10.4 through 10.12 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended June 30, 2008, filed on August 11, 2008.

On August 31, 2010, the definitive documentation for the amendment was executed, and the CMBS Refinancing Transactions were consummated and effective as of September 1, 2010.

1. Amended and Restated Mortgage Loan Agreement

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Mortgage Loan Borrowers and the lenders under the Mortgage Loan Agreement (the “Mortgage Loan Lenders”) entered into an amendment and restatement of the Mortgage Loan Agreement (the “Amended and Restated Mortgage Loan Agreement”) to, among other things, (i) provide the Mortgage Loan Borrowers the right to extend the maturity of loans under the Mortgage Loan Agreement (the “Mortgage Loans”), subject to certain conditions, by up to two years, until February 2015, (ii) amend certain terms of the Mortgage Loan Agreement with respect to reserve requirements, collateral rights, property release prices and the payment of management fees and (iii) provide that once the aggregate principal amount of the Mezzanine Loans (as defined below) is less than or equal to $625,000,000, the Mortgage Loans will begin to amortize on a quarterly basis in an amount equal to the greater of 100% of excess cash flow for such quarter and $31,250,000.

The Amended and Restated Mortgage Loan Agreement also provides for certain limitations with respect to the amount of excess cash flow from the Mortgage Loan Borrowers that may be distributed to the Registrant. For example, the Note Sales Agreement referred to below requires the Mezzanine Borrowers to use 100% of excess cash flow to make ongoing mandatory offers on a quarterly basis to purchase Mezzanine Loans at discounted prices. To the extent such offers are accepted, such excess cash flow will need to be so utilized and will not be available for distribution to the Registrant. To the extent such offers are not accepted with respect to any fiscal quarter, the amount of excess cash flow that may distributed to the Registrant is limited to 85% of excess cash flow with respect to such quarter. In addition, if the Mortgage Loans begin to amortize as described above, such excess cash flow will need to be utilized in connection with such amortization and will not be available for distribution to the Registrant. The Amended and Restated Mortgage Loan Agreement is attached hereto as Exhibit 10.1.

2. Amended and Restated Mezzanine Loan Agreements

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Mezzanine Borrowers and the lenders under each Mezzanine Loan Agreement (collectively, the “Mezzanine Loan Lenders”) entered into amendment and restatements of each of the Mezzanine Loan Agreements (the “Amended and Restated Mezzanine Loan Agreements” and, together with the Amended and Restated Mortgage Loan Agreement, the “Amended and Restated CMBS Loan Agreements”), to, among other things, provide for modifications consistent with those made

pursuant to the Amended and Restated Mortgage Loan Agreement with respect to each Mezzanine Loan Agreement and the loans thereunder (the “Mezzanine Loans” and, together with the Mortgage Loans, the “CMBS Loans”). The Amended and Restated Mezzanine Loan Agreements are attached hereto as Exhibits 10.2 through 10.10.

3. Note Sales Agreement

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Registrant, the Mezzanine Borrowers, the Mortgage Loan Borrowers and the lenders under the Amended and Restated CMBS Loan Agreements (the “Lenders”) and the other parties thereto entered into a note sales agreement (the “Note Sales Agreement”). Pursuant to the Note Sales Agreement, certain Mezzanine Borrowers purchased approximately $124 million of face value of Mezzanine Loans for $37 million. In the fourth quarter of 2009, the Registrant purchased approximately $950 million of face value of CMBS Loans for approximately $237 million. Pursuant to the terms of the Note Sales Agreement, the CMBS Borrowers will pay lenders that previously sold CMBS Loans an additional $48 million for such loans. In addition, the Note Sales Agreement provides for, among other things, (i) the ability of the CMBS Borrowers to purchase CMBS Loans from the Lenders at negotiated prices and (ii) the Mezzanine Borrowers to make ongoing mandatory offers on a quarterly basis to purchase Mezzanine Loans using excess cash flow from the CMBS entities at discounted prices. Any CMBS Loans purchased pursuant to the Note Sales Agreement will be cancelled. The Note Sales Agreement is attached hereto as Exhibit 10.11.

4. Management Agreements

On August 31, 2010, in connection with the CMBS Refinancing Transactions, each of HLV CMBS Manager, LLC, HAC CMBS Manager, LLC, Rio CMBS Manager, LLC, Flamingo CMBS Manager, LLC, Laughlin CMBS Manager, LLC, and Paris CMBS Manager, LLC (each, a “Management Company”), each a wholly owned indirect subsidiary of the Registrant, entered into a management agreement (each, a “Management Agreement”) with an operating company that is a wholly owned indirect subsidiary of the Registrant (each, an “Operating Company”), pursuant to which such Management Company agreed to manage its respective CMBS property. Each Management Agreement will only become effective upon the receipt of the requisite gaming approvals. Each Management Company will receive management fees for the provision of such services, in addition to reimbursement of expenses. The payment of such management fees, however, may be limited from time to time pursuant to the terms of the Amended and Restated CMBS Loan Agreements. The Management Agreement to which each Management Company is party is substantially in the form attached hereto as Exhibit 10.12.

5. Operating Leases

On August 31, 2010, in connection with the CMBS Refinancing Transactions, each Operating Company entered into an amended and restated operating lease (each, an “Operating Lease”) pursuant to which such Operating Company leases its respective CMBS property from the Mortgage Loan Borrower that owns such property. The Operating Leases provide, among other things, that payments of base rent from the Operating Companies to the Mortgage Loan Borrowers will be made net of the management fees payable under the new Management Agreements described above. The Operating Leases to which each Operating Company and each Mortgage Loan Borrower are party are substantially in the forms attached hereto as Exhibit 10.13 and Exhibit 10.14.

6. Mortgage Co-Lender Agreement

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Mortgage Loan Lenders and the other parties thereto entered into an agreement among mortgage noteholders (the “Mortgage Co-Lender Agreement”). The Mortgage Co-Lender Agreement addresses voting arrangements and other agreements among the Mortgage Loan Lenders with respect to matters within the Mortgage Loans. The Mortgage Co-Lender Agreement is attached hereto as Exhibit 10.15.

7. Mezzanine Co-Lender Agreements

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Mezzanine Loan Lenders with respect to each tranche of Mezzanine Loans and the other parties thereto each entered into an agreement among mezzanine noteholders (collectively, the “Mezzanine Co-Lender Agreement”). Each Mezzanine Co-Lender

Agreement addresses voting arrangements and other agreements among the respective Mezzanine Loan Lenders with respect to matters within the applicable Mezzanine Loans. The Mezzanine Co-Lender Agreements are attached hereto as Exhibits 10.16 through 10.22.

8. Intercreditor Agreement

On August 31, 2010, in connection with the CMBS Refinancing Transactions, the Mortgage Loan Lenders and the Mezzanine Lenders entered into an intercreditor agreement (the “Intercreditor Agreement”). The Intercreditor Agreement addresses voting arrangements and other agreements between the Mortgage Loan Lenders and each tranche of Mezzanine Loan Lenders with respect to matters among the Mortgage Loans and each Mezzanine Loan. The Intercreditor Agreement is attached hereto as Exhibit 10.23.

Each of the foregoing agreements are dated as of August 31, 2010, and were effective as of September 1, 2010. The foregoing summary is qualified in its entirety by reference to the Amended and Restated Mortgage Loan Agreement, the Amended and Restated Mezzanine Loan Agreements, the Note Sales Agreement, the Management Agreement, the Operating Leases, the Mortgage Co-Lender Agreement, the Mezzanine Co-Lender Agreements and the Intercreditor Agreement attached hereto as Exhibit 10.1, Exhibits 10.2 through 10.10, Exhibit 10.11, Exhibit 10.12, Exhibit 10.13 and Exhibit 10.14, Exhibit 10.15, Exhibits 10.16 through 10.22, and Exhibit 10.23, respectively, and incorporated herein by reference.

Section 2—Financial Information

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Second Amended and Restated Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah’s Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Morgan Stanley Mortgage Capital Holdings LLC, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.2	Second Amended and Restated First Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 1, LLC, Harrah’s Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah’s Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.3	Second Amended and Restated Second Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 2, LLC, Harrah’s Atlantic City Mezz 2, LLC, Rio Mezz 2, LLC, Flamingo Las Vegas Mezz 2, LLC, Harrah’s Laughlin Mezz 2, LLC, and Paris Las Vegas Mezz 2, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent

10.4	Second Amended and Restated Third Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 3, LLC, Harrah’s Atlantic City Mezz 3, LLC, Rio Mezz 3, LLC, Flamingo Las Vegas Mezz 3, LLC, Harrah’s Laughlin Mezz 3, LLC, and Paris Las Vegas Mezz 3, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.5	Second Amended and Restated Fourth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 4, LLC, Harrah’s Atlantic City Mezz 4, LLC, Rio Mezz 4, LLC, Flamingo Las Vegas Mezz 4, LLC, Harrah’s Laughlin Mezz 4, LLC, and Paris Las Vegas Mezz 4, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.6	Second Amended and Restated Fifth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 5, LLC, Harrah’s Atlantic City Mezz 5, LLC, Rio Mezz 5, LLC, Flamingo Las Vegas Mezz 5, LLC, Harrah’s Laughlin Mezz 5, LLC, and Paris Las Vegas Mezz 5, LLC, as Borrower, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.7	Second Amended and Restated Sixth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 6, LLC, Harrah’s Atlantic City Mezz 6, LLC, Rio Mezz 6, LLC, Flamingo Las Vegas Mezz 6, LLC, Harrah’s Laughlin Mezz 6, LLC, and Paris Las Vegas Mezz 6, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.8	Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 7, LLC, Harrah’s Atlantic City Mezz 7, LLC, Rio Mezz 7, LLC, Flamingo Las Vegas Mezz 7, LLC, Harrah’s Laughlin Mezz 7, LLC, and Paris Las Vegas Mezz 7, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.9	Second Amended and Restated Eighth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 8, LLC, Harrah’s Atlantic City Mezz 8, LLC, Rio Mezz 8, LLC, Flamingo Las Vegas Mezz 8, LLC, Harrah’s Laughlin Mezz 8, LLC, and Paris Las Vegas Mezz 8, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.10	Second Amended and Restated Ninth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 9, LLC, Harrah’s Atlantic City Mezz 9, LLC, Rio Mezz 9, LLC, Flamingo Las Vegas Mezz 9, LLC, Harrah’s Laughlin Mezz 9, LLC, and Paris Las Vegas Mezz 9, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.11	Note Sales Agreement dated as of August 31, 2010, among each first mezzanine lender, each second mezzanine lender, each third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender and ninth mezzanine lender, and specified mezzanine lender, Harrah’s Entertainment, Inc., each Mortgage Loan Borrower, each Mezzanine Borrower and each Operating Company

10.12	Form of Management Agreement entered into between each Mortgage Loan Borrower and its respective Operating Company
10.13	Form of Amended and Restated Operating Lease (Hotel Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company
10.14	Form of Amended and Restated Operating Lease (Casino Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company
10.15	Agreement Among Mortgage Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., as Note A-1 Holder, Bank of America, N.A., as Note A-2 Holder, Citibank, N.A., as Note A-3 Holder, Credit Suisse, Cayman Islands Branch, as Note A-4 Holder, German American Capital Corporation, as Note A-5 Holder, Merrill Lynch Mortgage Lending, Inc., as Note A-6 Holder, JP Morgan Chase Bank, N.A., as Note A-7 Holder, Goldman Sachs Mortgage Company, as Note A-9 Holder, Bank of America, N.A., as Collateral Agent, and Bank of America, N.A. as Servicer
10.16	Agreement Among First Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.17	Agreement Among Second Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.18	Agreement Among Third Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.19	Agreement Among Fourth Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.20	Agreement Among Fifth Mezzanine Noteholders, dated August 31, 2010, among Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.21	Agreement Among Sixth Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent

10.22	Agreement Among Seventh Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.23	Intercreditor Agreement, dated August 31, 2010, among the senior lender, first mezzanine lender, second mezzanine lender, third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender, and ninth mezzanine lender

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARRAH’S ENTERTAINMENT, INC.
Date: September 3, 2010	By:	/S/    MICHAEL D. COHEN
		Michael D. Cohen
		Vice President, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amended and Restated Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah’s Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Morgan Stanley Mortgage Capital Holdings LLC, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.2	Second Amended and Restated First Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 1, LLC, Harrah’s Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah’s Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.3	Second Amended and Restated Second Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 2, LLC, Harrah’s Atlantic City Mezz 2, LLC, Rio Mezz 2, LLC, Flamingo Las Vegas Mezz 2, LLC, Harrah’s Laughlin Mezz 2, LLC, and Paris Las Vegas Mezz 2, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.4	Second Amended and Restated Third Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 3, LLC, Harrah’s Atlantic City Mezz 3, LLC, Rio Mezz 3, LLC, Flamingo Las Vegas Mezz 3, LLC, Harrah’s Laughlin Mezz 3, LLC, and Paris Las Vegas Mezz 3, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.5	Second Amended and Restated Fourth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 4, LLC, Harrah’s Atlantic City Mezz 4, LLC, Rio Mezz 4, LLC, Flamingo Las Vegas Mezz 4, LLC, Harrah’s Laughlin Mezz 4, LLC, and Paris Las Vegas Mezz 4, LLC, as Borrower, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.6	Second Amended and Restated Fifth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 5, LLC, Harrah’s Atlantic City Mezz 5, LLC, Rio Mezz 5, LLC, Flamingo Las Vegas Mezz 5, LLC, Harrah’s Laughlin Mezz 5, LLC, and Paris Las Vegas Mezz 5, LLC, as Borrower, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent

10.7	Second Amended and Restated Sixth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 6, LLC, Harrah’s Atlantic City Mezz 6, LLC, Rio Mezz 6, LLC, Flamingo Las Vegas Mezz 6, LLC, Harrah’s Laughlin Mezz 6, LLC, and Paris Las Vegas Mezz 6, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.8	Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 7, LLC, Harrah’s Atlantic City Mezz 7, LLC, Rio Mezz 7, LLC, Flamingo Las Vegas Mezz 7, LLC, Harrah’s Laughlin Mezz 7, LLC, and Paris Las Vegas Mezz 7, LLC, as Borrower, Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.9	Second Amended and Restated Eighth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 8, LLC, Harrah’s Atlantic City Mezz 8, LLC, Rio Mezz 8, LLC, Flamingo Las Vegas Mezz 8, LLC, Harrah’s Laughlin Mezz 8, LLC, and Paris Las Vegas Mezz 8, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.10	Second Amended and Restated Ninth Mezzanine Loan Agreement dated as of August 31, 2010, among Harrah’s Las Vegas Mezz 9, LLC, Harrah’s Atlantic City Mezz 9, LLC, Rio Mezz 9, LLC, Flamingo Las Vegas Mezz 9, LLC, Harrah’s Laughlin Mezz 9, LLC, and Paris Las Vegas Mezz 9, LLC, as Borrower, Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.11	Note Sales Agreement dated as of August 31, 2010, among each first mezzanine lender, each second mezzanine lender, each third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender and ninth mezzanine lender, and specified mezzanine lender, Harrah’s Entertainment, Inc., each Mortgage Loan Borrower, each Mezzanine Borrower and each Operating Company
10.12	Form of Management Agreement entered into between each Mortgage Loan Borrower and its respective Operating Company
10.13	Form of Amended and Restated Operating Lease (Hotel Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company
10.14	Form of Amended and Restated Operating Lease (Casino Component) entered into between each Mortgage Loan Borrower, its respective Operating Company and its respective Management Company
10.15	Agreement Among Mortgage Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., as Note A-1 Holder, Bank of America, N.A., as Note A-2 Holder, Citibank, N.A., as Note A-3 Holder, Credit Suisse, Cayman Islands Branch, as Note A-4 Holder, German American Capital Corporation, as Note A-5 Holder, Merrill Lynch Mortgage Lending, Inc., as Note A-6 Holder, JP Morgan Chase Bank, N.A., as Note A-7 Holder, Goldman Sachs Mortgage Company, as Note A-9 Holder, Bank of America, N.A., as Collateral Agent, and Bank of America, N.A. as Servicer
10.16	Agreement Among First Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent

10.17	Agreement Among Second Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.18	Agreement Among Third Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.19	Agreement Among Fourth Mezzanine Noteholders, dated August 31, 2010, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), and Bank of America, N.A., as Collateral Agent
10.20	Agreement Among Fifth Mezzanine Noteholders, dated August 31, 2010, among Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland), German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.21	Agreement Among Sixth Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation, and Bank of America, N.A., as Collateral Agent
10.22	Agreement Among Seventh Mezzanine Noteholders, dated August 31, 2010, among Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, and Bank of America, N.A., as Collateral Agent
10.23	Intercreditor Agreement, dated August 31, 2010, among the senior lender, first mezzanine lender, second mezzanine lender, third mezzanine lender, fourth mezzanine lender, fifth mezzanine lender, sixth mezzanine lender, seventh mezzanine lender, eighth mezzanine lender, and ninth mezzanine lender

EX-10.1

Exhibit 10.1

SECOND AMENDED AND RESTATED LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS PROPCO, LLC, HARRAH’S ATLANTIC CITY PROPCO,

LLC, RIO PROPCO, LLC, FLAMINGO LAS VEGAS PROPCO, LLC, HARRAH’S

LAUGHLIN PROPCO, LLC, AND PARIS LAS VEGAS PROPCO, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN

ISLANDS BRANCH), MERRILL LYNCH MORTGAGE LENDING, INC., GOLDMAN

SACHS MORTGAGE COMPANY, MORGAN STANLEY MORTGAGE CAPITAL

HOLDINGS LLC, GERMAN AMERICAN CAPITAL CORPORATION, AND EACH

OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		2
	Section 1.1.	Definitions	2
	Section 1.2.	Principles of Construction	69
II.	GENERAL TERMS		69
	Section 2.1.	Loan Commitment; Disbursement to Borrower	69
	Section 2.2.	Interest Rate	70
	Section 2.3.	Loan Payment	78
	Section 2.4.	Prepayments	79
	Section 2.5.	Release of Properties	82
	Section 2.6.	Cash Management; Working Capital Account; Blocked Account	99
	Section 2.7.	Extension of the Maturity Date	106
III.	RESERVED		108
IV.	REPRESENTATIONS AND WARRANTIES		108
	Section 4.1.	Borrower Representations	108
	Section 4.2.	Survival of Representations	122
V.	BORROWER COVENANTS		123
	Section 5.1.	Affirmative Covenants	123
	Section 5.2.	Negative Covenants	146
	Section 5.3.	General	155
VI.	INSURANCE; CASUALTY; CONDEMNATION		155
	Section 6.1.	Insurance	155
	Section 6.2.	Casualty	162
	Section 6.3.	Condemnation	162
	Section 6.4.	Restoration	163
VII.	RESERVE FUNDS		167
	Section 7.1.	Cap Reserve Fund	167
	Section 7.2.	Tax and Insurance Escrow Fund	168
	Section 7.3.	FF&E Reserve Account	169
	Section 7.4.	Intentionally Omitted	171

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	Section 7.5.	Intentionally Omitted	171
	Section 7.6.	Reserve Funds, Generally	171
VIII.	DEFAULTS		173
	Section 8.1.	Event of Default	173
	Section 8.2.	Remedies	176
	Section 8.3.	Administration of Bankruptcy Claims	178
	Section 8.4.	Costs of Collection	178
IX.	SPECIAL PROVISIONS		179
	Section 9.1.	Servicer	179
	Section 9.2.	Exculpation	181
	Section 9.3.	Assignments	183
	Section 9.4.	Participation	184
	Section 9.5.	Borrower’s Facilitation of Transfer	184
	Section 9.6.	Notice; Registration Requirement	185
	Section 9.7.	Registry	185
	Section 9.8.	Cooperation in Syndication	185
	Section 9.9.	Sale of Notes and Securitization	186
	Section 9.10.	Securitization Indemnification	188
	Section 9.11.	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	191
	Section 9.12.	Collateral Agent	192
X.	MISCELLANEOUS		195
	Section 10.1.	Survival	195
	Section 10.2.	Lender’s Discretion	195
	Section 10.3.	Governing Law	196
	Section 10.4.	Amendments and Waivers	197
	Section 10.5.	Delay Not a Waiver	198
	Section 10.6.	Notices	198
	Section 10.7.	Trial by Jury	200
	Section 10.8.	Headings	200
	Section 10.9.	Severability	200
	Section 10.10.	Preferences	200

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	Section 10.11.	Waiver of Notice	200
	Section 10.12.	Remedies of Borrower	201
	Section 10.13.	Expenses; Indemnity	201
	Section 10.14.	Schedules Incorporated	203
	Section 10.15.	Offsets, Counterclaims and Defenses	203
	Section 10.16.	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	203
	Section 10.17.	Conversion to LLC; Tax Elections	204
	Section 10.18.	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	204
	Section 10.19.	Waiver of Counterclaim	205
	Section 10.20.	Conflict; Construction of Documents; Reliance	205
	Section 10.21.	Brokers and Financial Advisors	205
	Section 10.22.	Prior Agreements	206
	Section 10.23.	Counterparts	206
	Section 10.24.	Intentionally Omitted	206
	Section 10.25.	Gaming Laws	206
	Section 10.26.	Certain Additional Rights of Lender (VCOC)	207
	Section 10.27.	Ratification of Acknowledgment and Consent	207
XI.	JOINT AND SEVERAL LIABILITY; WAIVERS		208
	Section 11.1.	Joint and Several Liability; Primary Obligors	208
	Section 11.2.	Waivers	208
	Section 11.3.	Other Actions Taken or Omitted	211
	Section 11.4.	No Release or Novation	211
	Section 11.5.	Intentionally Omitted	212
	Section 11.6.	Intentionally Omitted	212
	Section 11.7.	Platform; Borrower Materials	212
	Section 11.8.	Confidentiality	213
	Section 11.9.	Amendment and Restatement	214

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SCHEDULES
Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Tax Identification Numbers of Operating Companies
Schedule IV	–	Collection Account Agreements/Working Capital Account
		Agreement
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Recognition Agreement
Schedule XIII	–	First Mezzanine Borrower
Schedule XIV	–	Second Mezzanine Borrower
Schedule XV	–	Third Mezzanine Borrower
Schedule XVI	–	Fourth Mezzanine Borrower
Schedule XVII	–	Fifth Mezzanine Borrower
Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	First Mezzanine Lenders
Schedule XXVII	–	Second Mezzanine Lenders
Schedule XXVIII	–	Third Mezzanine Lenders
Schedule XXIX	–	Fourth Mezzanine Lenders
Schedule XXX	–	Fifth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Description of RDE Parcels
Schedule XXXIV	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Opinion of Interest Rate Cap Provider
Exhibit B	–	Form of Completion Guaranty
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN PROPCO, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, collectively, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “DB”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (together with its successors and assigns, “Morgan”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and Bank of America, N.A, in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Borrower and JPM are parties to that certain Amended and Restated Loan Agreement dated as of May 22, 2008 (the “Original Loan Agreement”) in connection with a loan made by the lenders under such Original Loan Agreement to Borrower in the amount of Four Billion and no/100 Dollars ($4,000,000,000.00) (the “Original Loan”);

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, JPM assigned to the Initial Lenders (and the Initial Lenders assumed) all right, title and interest of JPM in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith and (ii) contemporaneously herewith, the Initial Lenders are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) pursuant to that certain Omnibus Assignment and Assumption (Collateral Agent) of even date herewith and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12, as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, Borrower and Lender have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, the provisions of this Agreement.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

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“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents (taken as a whole) to which it is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole); or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Amortization Commencement Date” shall mean the last day of the first full fiscal quarter of the Consolidated Entities occurring after the Trigger Date.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

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“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assignment of Leases” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Assignment of Leases and Rents, dated as of the Original Closing Date, made by Borrower, as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Assignment of Leases and Rents, dated as of the Swap Closing Date, made by Borrower, as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note and/or its Mezzanine Notes, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under this Agreement and the Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note and/or its Mezzanine Notes, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under this Agreement and the Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

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“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Basic Carrying Costs” shall mean, for any period, with respect to each Individual Property, the sum of the following costs associated with such Individual Property for such period: (a) Taxes and (b) Insurance Premiums.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 hereof.

“Blocked Cash Buildup” shall have occurred if, on the date on which the Rio Leverage Event shall cease to be in effect, (i) the Rio Leverage Event ceased to be in effect pursuant to the provisions of clause (a) of the last sentence of the definition of “Rio Leverage Event”, (ii) there was cash on deposit in the Blocked Account at such time, and (iii) the Post-Rio Leverage Ratio would have been greater than the Pre-Rio Leverage Ratio had the cash on deposit in the Blocked Account not been included in the calculation of the Post-Rio Leverage Ratio at such time.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

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“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Borrower, prepared by Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall mean, individually or collectively as the context indicates, those certain segregated Eligible Accounts established by or on behalf of each Borrower with a Deposit Account Bank.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Cap Reserve Account” shall have the meaning set forth in Section 7.1(a) hereof.

“Cap Reserve Fund” shall have the meaning set forth in Section 7.1(a) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Captive Insurance Company” shall have the meaning set forth in Section 6.1(c) hereof.

“Cash Interest Expense” shall mean, with respect to the Consolidated Entities on a consolidated basis for any period, Interest Expense for such period, less any non-cash Interest Expense or payment in kind Interest Expense for such period.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 hereof.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

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“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii)(A) hereof.

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Certificate Administrator” shall mean any certificate administrator, trustee, paying agent or other Person responsible for administering the Securities.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

-7-

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean that certain Agreement Among Mortgage Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Collateral” shall have the meaning set forth in the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement or the Ninth Mezzanine Loan Agreement, as the context shall require.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean those certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreements, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Assignment of Management Agreements and Shared Services Agreement” shall mean that certain Collateral Assignment of Management Agreements and Shared Services Agreement dated as of the date hereof, among HOC, Holdings, Borrower, Mezzanine Borrower, Operating Company, each Manager and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall mean, individually or collectively as the context indicates, (a) those certain segregated Eligible Accounts established by each Operating Company with a Collection Bank into which Operating Company causes (and shall continue to cause) all credit card receipts and all Revenues to be deposited pursuant to the terms hereof, and (b) subject to the terms hereof, such replacement collection account or accounts established by Operating Company at any successor Collection Bank designated from time to time in accordance with the terms hereof.

“Collection Account Agreement” shall mean, collectively, (i) each of the agreements among Borrower, Operating Company, Collateral Agent and each Collection Bank set forth on Schedule IV attached hereto, and (ii) any agreement entered into by Borrower, Operating Company, Lender and any replacement Collection Bank, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Condemnation Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Consolidated Debt Service” shall mean, with respect to the Consolidated Entities on a consolidated basis for any period, Cash Interest Expense of the Consolidated Entities for such period plus principal payments (whether scheduled, mandatory, voluntary or otherwise) on account of the Loan and the Mezzanine Loans and on account of other Permitted Indebtedness or Permitted Indebtedness (Operating Company) of the Consolidated Entities for such period.

“Consolidated Entities” shall mean the Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Borrower, Mezzanine Borrower or Operating Company, the individual Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

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(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

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(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D hereto.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement, dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Acceptance (Initial Lenders) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Controlling Party” has the meaning ascribed to such term (i) with respect to each Collection Account, in the Collection Account Agreement related to such Collection Account, and (ii) with respect to each Working Capital Account, in the Working Capital Account Agreement related to such Working Capital Account.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Borrower to Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Current Assets” shall mean, with respect to the Consolidated Entities on a consolidated basis at any date of determination, the sum of all assets (other than cash and Permitted Investments or other cash equivalents, except for “cage cash”) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Consolidated Entities as current assets at such date of determination, other than amounts related to current or deferred taxes based on income or profits.

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“Current Liabilities” shall mean, with respect to the Consolidated Entities on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Consolidated Entities as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred taxes based on income or profits, (d) accruals of any costs or expenses related to bonuses, pension and other post-retirement benefit obligations, and (e) accruals for add-backs to EBITDAM included in clauses (a)(iv), (a)(v) and (a)(vii) of the definition of such term.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Mortgages and the other Loan Documents.

“Debt Gap” shall mean the amount, if any, that the aggregate principal balance of the Loan and the Mezzanine Loans immediately following any sale of the Rio Las Vegas would have to be reduced to make the Post-Rio Leverage Ratio at such time equal to the Pre-Rio Leverage Ratio.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread is the Spread and (B) LIBOR is equal to the Strike Price, and (ii) the aggregate amount of Mezzanine Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

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“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall mean, initially, Bank of America, N.A. and, if any Borrower desires to replace Bank of America, N.A. as a Deposit Account Bank, then, (a) each Eligible Institution designated by such Borrower as a Deposit Account Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution designated by such Borrower as Deposit Account Bank and reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document, other than in respect of a (a) Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

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(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

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EBITDAM for any period will be calculated substantially in the form of Exhibit D hereto.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating

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commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding 10 years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean, that certain Amended and Restated Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lenders and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall mean, with respect to the Consolidated Entities on a consolidated basis for any Excess Cash Flow Period, EBITDAM of the Consolidated Entities on a consolidated basis for such Excess Cash Flow Period, minus, without duplication,

(a) Consolidated Debt Service (other than, as to any debt service payable to Affiliates, prepayments of any such debt) paid during such Excess Cash Flow Period,

(b) the amount of Optional Note Purchases paid for during such Excess Cash Flow Period (other than Optional Note Purchases funded with equity contributions to a Consolidated Entity) in accordance with the Note Sales Agreement,

(c) the greater of (1) capital expenditures by the Consolidated Entities during such Excess Cash Flow Period that are paid in cash (and not financed) during such Excess Cash Flow Period and (2) the amount used to fund the FF&E Reserve Account hereunder during such Excess Cash Flow Period,

(d) Capital Expenditures that (i) a Consolidated Entity shall, during such Excess Cash Flow Period, become obligated to make in cash (and that shall not be financed), (ii) are not paid for by a Consolidated Entity during such Excess Cash Flow Period (to the extent permitted under this Agreement) and (iii) are anticipated to be paid for by a Consolidated Entity (and not financed) during, and not after, the immediately following Excess Cash Flow Period; provided, that any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period,

(e) taxes paid in cash by the Consolidated Entities on a consolidated basis or Permitted Tax Distributions made by the Consolidated Entities during such Excess Cash Flow Period or that will be paid or made during (and not after) the immediately following Excess Cash Flow Period; provided, that with respect to any such amounts to be paid after the close of such Excess Cash Flow Period, (i) any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period, and (ii) appropriate reserves shall have been established in accordance with GAAP,

(f) an amount equal to any increase in Working Capital of the Consolidated Entities for such Excess Cash Flow Period,

(g) amounts paid in cash during such Excess Cash Flow Period on account of items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDAM of the Consolidated Entities in a prior Excess Cash Flow Period,

(h) the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDAM to the extent such items represented a

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cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or an accrual for a cash payment, by the Consolidated Entities or did not represent cash received by the Consolidated Entities, in each case on a consolidated basis during such Excess Cash Flow Period,

(i) in each case, during such Excess Cash Flow Period, (1) amounts paid under (and in accordance with the provisions of) the Management Agreement or, prior to the effectiveness of the Management Agreement, that would be paid under the Management Agreement if it was in effect (in the aggregate), (2) amounts paid under (and in accordance with the provisions of) the Shared Services Agreement, (3) the amount of any Reserve Funds deposited into any Reserve Account (other than amounts deposited in the Working Capital Account described in clause (j) below and other than amounts deposited in the FF&E Reserve Account as described in clause (c) above), and (4) amounts reasonably anticipated by Borrower to be paid to the Second Option Noteholders (as such term is defined in the Note Sales Agreement) in respect of such Excess Cash Flow Period in accordance with the terms of the Note Sales Agreement (which amounts shall be adjusted, as appropriate, in the calculation of Excess Cash Flow for the final Excess Cash Flow Period in each fiscal year, when such amounts are capable of actual determination and, following which, such amounts are paid);

(j) amounts (if any) deposited into the Working Capital Account during such Excess Cash Flow Period (provided, that, (i) the aggregate amount of cash that may be deposited into the Working Capital Account during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property other than to a Borrower or Mezzanine Borrower, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into the Working Capital Account, the balance in such account shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property other than to a Borrower or Mezzanine Borrower, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof)),

(k) if the Pre-Funded Deferred Purchase Price (as defined in the Note Sales Agreement) is paid pursuant to Section 2.3 of the Note Sales Agreement, (i) for the Excess Cash Flow Period ending December 31, 2010, an amount equal to the lesser of (1) Excess Cash Flow for such period (calculated without giving effect to this clause (k)) and (2) the amount of the Pre-Funded Deferred Purchase Price paid to the Mezzanine Lenders pursuant to the terms of the Note Sales Agreement during such Excess Cash Flow Period and (ii) for each subsequent Excess Cash Flow Period after the Excess Cash Flow Period ending December 31, 2010 until such time as the Remaining Pre-Funded Deferred Purchase Price has been reduced to zero, an amount equal to the lesser of (1) Excess Cash Flow for such period (calculated without giving effect to this clause (k)) and (2) the amount of the Remaining Pre-Funded Deferred Purchase Price outstanding at such time.

plus, without duplication,

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(l) an amount equal to any decrease in Working Capital for such Excess Cash Flow Period,

(m) to the extent any capital expenditures referred to in clause (d) above were deducted from Excess Cash Flow in the prior Excess Cash Flow Period and not made in the current Excess Cash Flow Period, the amount of such Capital Expenditures that were not so made in the current Excess Cash Flow Period, and to the extent any taxes referred to in clause (e) above were deducted from Excess Cash Flow in the prior Excess Cash Flow Period and are not paid in the current Excess Cash Flow Period, the amount of such taxes that were not so paid in the current Excess Cash Flow Period;

(n) any extraordinary or nonrecurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of (1) Net Sales Proceeds that are applied to repay the Debt or Mezzanine Loans, or (2) Net Proceeds that are applied in accordance with Section 6.4),

(o) to the extent deducted in the computation of EBITDAM, cash interest income,

(p) the amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDAM to the extent either (i) such items represented cash received by a Consolidated Entity or (ii) such items do not represent cash paid by a Consolidated Entity, in each case on a consolidated basis during such Excess Cash Flow Period, and

(q) the amount of any withdrawal from the Working Capital Account during such Excess Cash Flow Period.

Excess Cash Flow for any Excess Cash Flow Period will be calculated substantially in the form of Exhibit E hereto.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Excess Proceeds” shall have the meaning set forth in the definition of “Release Price”.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall mean, with respect to each Individual Property, collectively, all furniture, fixtures, goods, inventory, Equipment, furnishings, objects of art, machinery, appliances, appurtenances and signage (as such terms are defined in the Uniform Commercial Code, as applicable) together with tools and supplies (including, but not limited to, all spare parts inventories and linen, china, glassware, tableware, uniforms, other hotel inventory and similar

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items) and all other similar property now or hereafter located at each Individual Property or usable in connection with the present or future operation and occupancy of each Individual Property. “FF&E” shall include, without limitation: beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, silverware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, fittings, plants, heating fixtures, lighting fixtures, plumbing fixtures, fire prevention extinguishing and all other apparatuses, stoves, ranges, refrigerators, laundry machines, machinery, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, any other electronic equipment of every nature, and all other customary hotel and casino resort equipment and other tangible property owned by Borrower, Manager or Operating Company, or in which Borrower, Manager or Operating Company has or shall have an interest, now or hereafter located at such Individual Property and useable in connection with the present or future operation and occupancy of such Individual Property; provided, however, that FF&E shall not include items owned by tenants under space Leases (other than the Operating Lease) or by third party operators (other than Operating Company or Manager).

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred

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Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Notes.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVI.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, between First Mezzanine Lenders and First Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

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“Flamingo Las Vegas Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Flamingo Las Vegas Operating Company, LLC, Flamingo Individual Borrower and Flamingo CMBS Manager, LLC, pursuant to which Flamingo CMBS Manager, LLC is to provide management and other services with respect to the Flamingo Las Vegas, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Flamingo Las Vegas Manager” shall mean (i) Flamingo CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Flamingo Las Vegas or (iii) any other Person that is approved by Lender to be the manager of the Flamingo Las Vegas.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” means, collectively, the Loan Agreements, Notes and Security Agreements entered into as of (a) with respect to each Individual Property (other than the Individual Property located in the State of New Jersey and each Swap Property), the Original Closing Date, (b) with respect to the Individual Property located in the State of New Jersey, February 20, 2008, and (c) with respect to each Swap Property, as of the Swap Closing Date, in each case by and between each Borrower and its corresponding Operating Company, in each case relative to Gaming Equipment, as amended on the date hereof and as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Manager, Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

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“Gaming License” shall mean, in any jurisdiction in which Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

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“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Recourse Carveouts), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Atlantic City Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Harrah’s Atlantic City Operating Company, LLC, Harrah’s AC Individual Borrower and HAC CMBS Manager, LLC, pursuant to which HAC CMBS Manager, LLC is to provide management and other services with respect to the Harrah’s Atlantic City Property, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s Atlantic City Manager” shall mean (i) HAC CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Harrah’s Atlantic City Property or (iii) any other Person that is approved by Lender to be the manager of the Harrah’s Atlantic City Property.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Las Vegas Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Harrah’s Las Vegas, Inc., Harrah’s LV Individual Borrower and HLV CMBS Manager, LLC, pursuant to which HLV CMBS Manager, LLC is to provide management and other services with respect to the Harrah’s Las Vegas, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Harrah’s Las Vegas Manager” shall mean (i) HLV CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Harrah’s Las Vegas or (iii) any other Person that is approved by Lender to be the manager of the Harrah’s Las Vegas.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s Laughlin Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Harrah’s Laughlin, Inc., Laughlin Individual Borrower and Laughlin CMBS Manager, LLC, pursuant to which Laughlin CMBS Manager, LLC is to provide management and other services with respect to the Harrah’s Laughlin, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s Laughlin Manager” shall mean (i) Laughlin CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Harrah’s Laughlin or (iii) any other Person that is approved by Lender to be the manager of the Harrah’s Laughlin.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

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“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10 hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

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(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document or the perfection or priority of any Lien created under any Loan Document; (f) the value of, or cash flow from, any Individual Property or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property (and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”).

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

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“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, German American Capital Corporation, Morgan Stanley Mortgage Capital Holdings LLC, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b) hereof.

“Insurance Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Insured Personal Property” shall include, collectively, (i) “Personal Property” as defined in the granting clauses of the Mortgage with respect to each Individual Property, (ii) “Equipment” as defined in the granting clauses of the Mortgage with respect to each Individual Property, (iii) FF&E, and (iv) Equipment.

“Intellectual Property” or “IP” shall mean any or all of the following and all worldwide rights in, arising out of, or associated therewith: (i) trademarks, service marks, certification marks, collective marks, corporate names, domain names, logos, trade dress, and all other indicia of origin or quality, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same (collectively, “Trademarks”); (ii) published and unpublished works of authorship, whether copyrightable or not (including databases, lists and other compilations of information, computer software, source code, object code, user interface, and user manuals and other training documentation related thereto), and all derivative works and applications, registrations, and renewals thereof (collectively, “Copyrights”); (iii) inventions and discoveries, whether patentable or not, and all invention disclosures, patents and applications therefor, including divisionals, continuations, and renewals thereof (collectively, “Patents”); and (iv) confidential information, trade secrets, and nonpublic know-how, including business methods and plans, customer and supplier information and lists (collectively, “Trade Secrets”).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the date hereof among Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in

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connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008 or May 22, 2008 (as applicable) between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall mean, collectively or individually, as the context shall require, each IP License (Borrower to IP Licensor) (collectively or individually, as the context shall require), each IP License (Borrower to Manager and Operating Company) (collectively or individually, as the context shall require), and each IP License (IP Licensor to Manager, Operating Company and Borrower) (collectively or individually, as the context shall require).

“IP License (Borrower to IP Licensor)” shall mean, collectively or individually, as the context shall require, those certain amended and restated license agreements dated as of the date hereof by and between each Borrower and IP Licensor, pursuant to which each Borrower shall license all Property-Specific Trademarks to IP Licensor, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP License (Borrower to Manager and Operating Company)” shall mean, collectively or individually, as the context shall require, those certain agreements dated as of the date hereof by and between each Borrower, each Manager, and each Operating Company, pursuant to which each Borrower shall license all Property-Specific Trademarks to each Manager and each Operating Company, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP License (IP Licensor to Manager, Operating Company and Borrower)” shall mean, collectively or individually, as the context shall require, those certain agreements dated as of the Original Closing Date (or, with respect to each Swap Property, as of the Swap Closing Date), by and between IP Licensor and each Operating Company, as amended on the date hereof to, inter alia, add each Manager and each Borrower as parties, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“IP Licensor” shall mean Harrah’s License Company, LLC, a Nevada limited liability company.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder.”

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“Lenders’ Percentage” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of the outstanding principal balance due to such Lender (under such Lender’s Note) at such time to the aggregate principal balance of the Loan at such time.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Loan and the Mezzanine Loans (in each case, as of the date of determination).

“Leverage Ratio” shall mean, on any date, the ratio of (a) Net Debt as of such date to (b) EBITDAM for the Consolidated Entities for the period of twelve (12) consecutive fiscal months of the Consolidated Entities then most recently ended (taken as one accounting period) for which financial statements have been (or were required to have been) delivered hereunder.

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

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“Lien” shall mean, with respect to each Individual Property and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, any Individual Property or any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Loan” shall mean the Original Loan, as amended by the modifications set forth in this Agreement and the other Loan Documents.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Mortgages, the Assignments of Leases, the Environmental Indemnity, the O&M Agreement, the Guaranty, the Pledge of Gaming Equipment Facility Agreements, the Collateral Assignment of Interest Rate Cap Agreement, the Collateral Assignment of Management Agreements and Shared Services Agreement, the Contribution Agreement, the Trademark Security Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Gaming Facility), the Omnibus Amendment (Mortgage Loan), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement, the Working Capital Account Agreement, the Operating Lease Subordination and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Borrower, or (c) any Lease that is not the result of arm’s length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall mean, individually or collectively as the context requires, the Flamingo Las Vegas Management Agreement, the Harrah’s Atlantic City Management Agreement, the Harrah’s Laughlin Management Agreement, the Paris Las Vegas Management Agreement, the Rio Las Vegas Management Agreement and the Harrah’s Las Vegas Management Agreement, as all or any of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall mean, collectively, or individually as the context shall require, the Flamingo Las Vegas Manager, the Harrah’s Atlantic City Manager, the Harrah’s Laughlin Manager, the Paris Las Vegas Manager, the Rio Las Vegas Manager and the Harrah’s Las Vegas Manager.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

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“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrowers” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the First Mezzanine Debt Service, (b) the Second Mezzanine Debt Service, (c) the Third Mezzanine Debt Service, (d) the Fourth Mezzanine Debt Service, (e) the Fifth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

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“Mezzanine Loan Reallocation Amount” shall have the meaning set forth in Section 2.5.1.

“Mezzanine Loans” shall mean, collectively, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Borrower as security for the Loan and encumbering such Individual Property in favor of Collateral Agent (for the benefit of Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Borrower as security for the Loan and encumbering such Swap Property in favor of Collateral Agent (for the benefit of Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Loan Reallocation Amount” shall have the meaning set forth in Section 2.5.1.

“Net Debt” shall mean, at any time, (a) the aggregate principal amount of the Loan, the Mezzanine Loans and any other Permitted Indebtedness (Operating Company) outstanding at such time, minus (b) the sum of (i) all Unrestricted Cash then held by or on behalf

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of Borrower, Mezzanine Borrower and Operating Company and (ii) all amounts then on deposit in the Collection Accounts, the Cash Management Account, the Working Capital Account, the Blocked Account, the other Reserve Accounts and any other account or reserve established by Lender or any Mezzanine Lender with respect to the Loan or the Mezzanine Loan. For the avoidance of doubt, Net Debt shall not include any cash or cash equivalents that are contributed to Borrower, directly or indirectly, by Holdings and then returned to Holdings (as a dividend or otherwise) for purposes of manipulating any calculation of Net Debt.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi) hereof.

“Net Sales Proceeds” shall mean one hundred percent (100%) of the gross cash proceeds actually received by a Borrower from the sale of an Individual Property, net of (a) customary, reasonable, documented and out-of-pocket attorneys’ fees and expenses, accountants’ fees and expenses, investment banking fees, recording charges, transfer taxes, brokerage fees, consultants’ fees and other customary, reasonable, documented and out-of-pocket fees and expenses, in each case to the extent actually incurred by a Borrower in connection with the sale of an Individual Property and provided that (and only if) such fees and expenses are paid to unaffiliated third parties, and (b) an amount not to exceed ten percent (10%) of the sales price of the Individual Property on account of potential adjustments to the purchase price under (or continuing obligations of the Borrower under) the contract of sale for such Individual Property provided that (x) such amount on account of such potential adjustments or continuing obligations under the contract of sale is deposited (at the closing of the sale of such Individual Property) in an escrow account maintained under such contract or in a reserve account maintained by Servicer as collateral for the Loan, (y) any amounts that are disbursed from such escrow or reserve account to (or as directed by) the purchaser under such contract of sale on account of items other than customary, normal course post-closing adjustments (such as under any indemnities for breach of contract or relating to breaches of representations in respect of pension or environmental liabilities) shall be reimbursed by Borrower and paid over by Borrower to or as directed by Lender on or prior to the release date referred to below, to be applied as Net Sales Proceeds pursuant to this Agreement (or, if applicable, to prepay the Mezzanine Loans as and to the extent described in, and subject to the provisions and offer and payment mechanisms described in, the Note Sales Agreement) and (z) the amount held in such escrow or reserve account (as may be adjusted following the closing of the sale of the Individual Property to reflect payments made to or as directed by the purchaser under the contract of sale) shall be released from the escrow or reserve account to Lender or as directed by Lender to be applied as Net Sales Proceeds pursuant to this Agreement (or, if applicable, to be applied to prepay Mezzanine Loans, as and to the extent described in, and subject to the provisions and offer and payment mechanisms described in, the Note Sales Agreement) within no more than nine (9) months following the date of closing under such contract of sale (such amount released to or as directed by Lender pursuant to this subclause (z), the “Post-Closing Reserve Amount”). For the

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avoidance of doubt, the parties confirm and agree that (1) Net Sales Proceeds shall include and there shall be paid to Lender or as directed by Lender (A) any proceeds and non-cash consideration received by a Borrower from the sale of an Individual Property that are paid over from time to time (in the case of an installment sales agreement or otherwise), (B) an amount equal to all amounts disbursed to or as directed by the purchaser under the contract of sale on account of items other than customary, normal course post-closing adjustments, and (C) the amounts released to or as directed by Lender from the escrow or reserve account pursuant to subclause (z) of the immediately preceding sentence, (2) Borrower or its affiliates shall bear the cost of, and pay over to Lender as Net Sales Proceeds (or as directed by Lender), any post-closing purchase price adjustments that are other than customary, normal course post-closing adjustments in accordance with subclause (y) of the immediately preceding sentence, and (3) Borrower or its Affiliates shall bear the cost of, and there shall not be deducted from Net Sales Proceeds, any income or gains taxes (or any taxes other than transfer taxes) payable in connection with or as a result of the sale of an Individual Property.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8 and Note A-9.

“Note A-1” shall mean that certain Second Amended and Restated Promissory Note A-1, dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($600,066,666.67), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-2” shall mean that certain Second Amended and Restated Promissory Note A-2, dated as of the date hereof, executed by Borrower and Bank of America, N.A. and payable to the order of Bank of America, N.A. in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($600,066,666.67), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3, dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($600,066,666.67), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4, dated as of the date hereof, executed by Borrower and Credit Suisse, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($600,066,666.67), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5, dated as of the date hereof, executed by Borrower and German American Capital Corporation and payable to the order of German American Capital Corporation in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 66/100 Dollars ($600,066,666.66), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-6” shall mean that certain Second Amended and Restated Promissory Note A-6, dated as of the date hereof, executed by Borrower and Merrill Lynch Mortgage Lending, Inc. and payable to the order of Merrill Lynch Mortgage Lending, Inc. in the amount of Six Hundred Million Sixty Six Thousand Six Hundred Sixty Six and 66/100 Dollars ($600,066,667.66), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note A-7” shall mean that certain Second Amended and Restated Promissory Note A-7, dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of One Hundred Thirty Three Million Two Hundred Thousand and No/100 Dollars ($133,200,000.00), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8, dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of One Hundred Thirty Three Million Two Hundred Thousand and No/100 Dollars ($133,200,000.00), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-9” shall mean that certain Second Amended and Restated Promissory Note A-9, dated as of the date hereof, executed by Borrower and Morgan Stanley Mortgage Capital Holdings LLC and payable to the order of Morgan Stanley Mortgage Capital Holdings LLC in the amount of One Hundred Thirty Three Million Two Hundred Thousand and No/100 Dollars ($133,200,000.00), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“Note Sales Agreement” shall mean that certain Note Sales Agreement among Borrower, each Mezzanine Borrower, each Lender, each Mezzanine Lender, each Operating Company and Holdings, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports referenced in Section 3.1.3(e) hereof), that certain Amended and Restated Operations and Maintenance Agreement, dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Acceptance (Initial Lenders) and the Omnibus Amendment (Mortgage Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(c).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

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“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall mean that certain Omnibus Reaffirmation and Ratification of Guaranty Agreements (Gaming Facility) dated as of the date hereof, among Harrah’s Entertainment, Inc. and Lender, as the same may be amended, supplemented, or otherwise modified from time to time.

“Omnibus Amendment (Mortgage Loan)” shall mean that certain Omnibus Amendment to and Assignment of Loan Documents (Mortgage Loan) dated as of the date hereof, among Borrower, Lender and Collateral Agent, as the same may be amended, supplemented, or otherwise modified from time to time.

“Omnibus Amendment (Windstorm Intercreditor)” shall mean that certain Omnibus Amendment to Loan Documents (Windstorm Intercreditor) dated as of the date hereof, among Borrower, Lender, the Mezzanine Lenders, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as the same may be amended, supplemented, or otherwise modified from time to time.

“Omnibus Assignment and Acceptance (Initial Lenders)” shall mean that certain Omnibus Assignment and Acceptance (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease, and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

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“Operating Lease Subordination” shall mean, individually and collectively, as the context may require, each Subordination of Operating Lease executed and delivered by Borrower dated as of the date hereof and as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Closing Date” shall mean January 28, 2008.

“Original Loan” shall have the meaning set forth in the recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the recitals hereto.

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Paris Las Vegas Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Paris Las Vegas Operating Company, LLC, Paris Individual Borrower and Paris CMBS Manager, LLC, pursuant to which Paris CMBS Manager, LLC is to provide management and other services with respect to the Paris Las Vegas, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Paris Las Vegas Manager” shall mean (i) Paris CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Paris Las Vegas or (iii) any other Person that is approved by Lender to be the manager of the Paris Las Vegas.

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“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Performance Threshold” shall have the meaning set forth in Section 5.1.22 hereof.

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

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“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall mean the Debt and ordinary administrative costs of Borrower.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease. In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness

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described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer or any Certificate Administrator under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause (i) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Student Loan Marketing Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause (iii) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by

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at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates); provided, however, that the investments described in this clause (iv) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates); provided, however, that the investments described in this clause (v) must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have a “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investments would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates) in its highest long-term unsecured debt rating category; provided, however, that the investments described in this clause (vi) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates) in its highest short-term unsecured debt rating;

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provided, however, that the investments described in this clause (vii) must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if rated by S&P, not have a “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, have an interest rate tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) not be subject to liquidation prior to their maturity;

(viii) units of taxable money market funds or mutual funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and have the highest rating from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates) for money market funds or mutual funds; and

(ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) following a Securitization, each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher, then current ratings assigned to the certificates by such Rating Agency;

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

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“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement or the Ninth Mezzanine Loan Agreement, as the context shall require, as each such Pledge Agreement shall be ratified simultaneously herewith and as the same may be further amended, modified or supplemented from time to time.

“Pledge of Gaming Equipment Facility Agreements” means each of the Security Agreements, entered into as of (a) with respect to each Individual Property (other than the Individual Property located in the State of New Jersey and each Swap Property), the Original Closing Date, (b) with respect to the Individual Property located in the State of New Jersey, February 20, 2008, and (c) with respect to each Swap Property, as of the Swap Closing Date, by each Borrower in favor of JPM (as Lender), in each case as amended by the Omnibus Amendment (Gaming Facility) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Policies” shall have the meaning specified in Section 6.1(b) hereof.

“Post-Closing Reserve Amount” shall have the meaning set forth in the definition of “Net Sales Proceeds”.

“Post-Rio Leverage Ratio” shall mean, as of any date of determination, after the sale of the Rio Las Vegas in accordance with the provisions of this Agreement, the Leverage Ratio at such time, as adjusted to give pro forma effect to any reduction in the principal balance of the Loan and/or the Mezzanine Loans (whether from the sale of the Rio Las Vegas or otherwise).

“Pre-Rio Leverage Ratio” shall mean the Leverage Ratio immediately prior to any sale of the Rio Las Vegas pursuant to and in accordance with the provisions of this Agreement. The Pre-Rio Leverage Ratio shall be determined immediately prior to the closing of the sale of the Rio Las Vegas.

“Prepayment Date” shall have the meaning specified in Section 2.4.1 hereof.

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“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean First Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement and the Mortgage.

“Property-Specific Trademarks” shall mean, collectively, all Trademarks listed in the Trademark Assignment and the IP License (Borrower to IP Licensor).

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower with respect to the Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

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“Qualified Transferee” means (a) any Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

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provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall mean the parcels represented by the shaded areas shown on Schedule XXXIII and comprising a part of the Flamingo Las Vegas and/or Harrah’s Las Vegas, as applicable.

“RDE Project” shall mean the retail, dining and entertainment project anticipated to be built upon the property including the RDE Parcels and/or O’Shea’s.

“RDE Project Easement” shall have the meaning set forth in Section 2.5.4(A).

“RDE Project Financing” shall mean third party financing incurred by Affiliates of the Borrower for purposes of financing (or refunding the cost of) the construction, development or improvement of the RDE Project and which is secured by the RDE Project.

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“RDE Project Lease” shall have the meaning set forth in Section 2.5.4(A).

“RDE Project Rights Holder” shall mean the Person (who shall not be a Borrower, Operating Company or a Mezzanine Borrower) who holds a beneficial interest in a RDE Project Easement or is the Lessee under a RDE Project Lease.

“REA” shall mean any reciprocal easement agreement or substantially similar agreement affecting an Individual Property.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted hereunder and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Loan or the Mezzanine Loans, as applicable)). It is understood and agreed that, if the amount of Net Sales Proceeds (including any Post-Closing Reserve Amount) from the sale of any Individual Property (other than the Rio Las Vegas) is greater than the sum of the Release Price (determined above) and the “Release Price” under and as defined in each Mezzanine Loan Agreement, then such excess amount of Net Sales Proceeds (including any Post-Closing Reserve Amount) (such amount, the “Excess Proceeds”) shall be applied to the repayment of the Loan pursuant to Section 2.5.1(e) (in addition to the applicable Release Price).

“Remaining Pre-Funded Deferred Purchase Price” shall mean, for any Excess Cash Flow Period, an amount equal to the Pre-Funded Deferred Purchase Price (as defined in the Note Sales Agreement), less the aggregate amount subtracted from the calculation of Excess Cash Flow pursuant to clause (k) of the definition of “Excess Cash Flow” in each Excess Cash Flow Period prior to such Excess Cash Flow Period.

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“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or the Operating Company (or employees of Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

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“Reserve Account” shall mean any one of the Cash Management Account, the Blocked Account, the Working Capital Account, the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Borrower or Operating Company.

“Rio Contract of Sale” shall have the meaning set forth in Section 2.5.1.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Las Vegas Management Agreement” shall mean that certain Management Agreement dated as of the date hereof among Rio Properties, Inc., Rio Individual Borrower and Rio CMBS Manager, LLC, pursuant to which Rio CMBS Manager, LLC is to provide management and other services with respect to the Rio Las Vegas, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Rio Leverage Event” shall occur hereunder if, immediately after the sale of the Rio Las Vegas made in accordance with the provisions of this Agreement, the Post-Rio Leverage Ratio is greater than the Pre-Rio Leverage Ratio. If the Rio Leverage Event occurs upon the sale of the Rio Las Vegas pursuant to the preceding sentence, the Rio Leverage Event will remain in effect until the Rio Leverage Event ceases to be in effect pursuant to the following sentence. The Rio Leverage Event shall cease to be in effect from and after the earlier to occur of (a) the last day of any month after the sale of the Rio Las Vegas on which the Post-Rio Leverage Ratio as of the end of such month is equal to or less than the Pre-Rio Leverage Ratio and (b) the first date following any sale of the Rio Las Vegas on which the aggregate outstanding principal balance of the Loan and the Mezzanine Loans, as determined on the date on which the Rio Las Vegas is sold, is reduced (from such aggregate principal balance as of such date) by an amount equal to the Debt Gap; provided that, if an Individual Property (other than the Rio Las Vegas) is sold, the Debt Gap shall be calculated without giving effect to reductions in the principal amounts of the Loan or the Mezzanine Loans in connection with the sale of such Individual Properties (other than the Rio Las Vegas).

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“Rio Leverage Event Cash Collateral” shall have the meaning set forth in Section 2.6.3(c) hereof.

“Rio Manager” shall mean (i) Rio CMBS Manager, LLC (so long as such entity is Controlled by and wholly-owned by Holdings), (ii) any other Person that (x) timely obtains any Gaming Licenses that may be required to be a manager of a gaming operation, (y) is Controlled by and wholly-owned by Holdings, and (z) is experienced in the management and operation of properties such as the Rio Las Vegas or (iii) any other Person that is approved by Lender to be the manager of the Rio Las Vegas.

“Routine Capital Improvements” shall mean (i) all routine and ordinary course maintenance, repairs, alterations and replacements of or to the Properties (including to the existing structures or exterior façades, and the mechanical, electrical, plumbing, HVAC, vertical transport and similar components of, any of the Properties), such as exterior and interior painting, resurfacing of walls and floors, resurfacing parking areas and replacing folding walls, and (ii) replacements of FF&E and supplies, all to the extent that the same are capitalized under GAAP. For the avoidance of doubt, “Routine Capital Improvements” shall not include expansion or “growth” projects.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

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“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date. When made, the Second Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

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“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

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“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Properties, entering into this Agreement, refinancing the Properties in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Properties or member of the limited liability company that owns the Properties;

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(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the acquisition, development, ownership, management or operation of the Properties, (ii) acting as general partner of the limited partnership that owns the Properties or (iii) acting as a member of the limited liability company that owns the Properties, as applicable;

(c) has not had, does not have and will not have any assets other than the related Individual Property and personal property related to such Individual Property or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Properties or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least two Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless two Independent Managers shall have participated in such vote and (ii) at least one Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the

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Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

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(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than the Gaming Equipment Facility Agreements);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

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(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no and will not have any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not and will not have any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies with and will comply with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity, except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

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For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Special Rio Conditions” shall have the meaning set forth in Section 2.5.1.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subject Fees” shall have the meaning set forth in Section 5.1.22 hereof.

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“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Termination Date” shall have the meaning set forth in Section 11.6 hereof.

“Terrorism Premium Limit” with respect to all Properties in the aggregate shall mean $8 million. If the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, then the Terrorism Premium Limit shall be applicable, but the only amounts taken into account in determining whether more than the Terrorism Premium Limit is expended shall be reinsurance premiums paid to third parties.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

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“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Trademark Assignment” shall mean, collectively, those certain short-form Trademark assignment agreements dated as of the date hereof by and between IP Licensor and each Borrower pursuant to which IP Licensor transfers and assigns to each Borrower all right, title and interest in and to those certain Property-Specific Trademarks applicable to such Borrower.

“Trademark Security Agreement” shall mean collectively, those certain short-form Trademark security agreements dated as of the date hereof by and between each Borrower and Collateral Agent, pursuant to which each Borrower grants a security interest in all Property-Specific Trademarks owned by such Borrower to Collateral Agent (for the benefit of Lender), subject to the terms and conditions of each Mortgage, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and which is to be recorded with the United States Patent and Trademark Office and any State Trademark Offices, as applicable.

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“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Borrower agrees to sell an Individual Property or any part thereof for a price to be paid in installments; and (b) an agreement by Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; or (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“TRIA” shall mean the Terrorism Risk Insurance Act of 2002, as in effect as of the date hereof and, for purposes of this Agreement, without giving effect to any amendments that would impair in any respects the intended benefits to any Lender under the terms hereof.

“Trigger Date” shall mean the date on which the outstanding principal balance of the Mezzanine Loans is less than or equal to $625,000,000.00 in the aggregate; provided that, if there are any ECF Purchases that are outstanding on such date (because they have previously been accepted but have not been completed in accordance with Article III of the Note Sales Agreement), then the Trigger Date shall be the date on which such outstanding ECF Purchases have been completed or revoked in accordance with the provisions of the Note Sales Agreement.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date, and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

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“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Unrestricted Cash” shall mean cash or cash equivalents of any of the Consolidated Entities that would not appear as “restricted” on a consolidated balance sheet of the Consolidated Entities prepared in conformity with GAAP, including without limitation all “cage cash”.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Borrower, Holdings and Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital” shall mean, with respect to the Consolidated Entities on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Working Capital Account” shall mean, individually or collectively as the context indicates, those certain segregated Eligible Accounts established by or on behalf of each Operating Company with a Working Capital Bank into which each such Operating Company may cause, subject to the terms hereof, amounts to be deposited and held as provided in Section 2.6.4.

“Working Capital Account Agreement” shall mean, collectively, (a) each of the agreements among Borrower, Operating Company, Collateral Agent and a Working Capital Bank set forth on Schedule IV attached hereto and (b) any agreement entered into by Borrower, Operating Company, Lender and any replacement Working Capital Bank, in each case as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Working Capital Banks” shall mean, initially, Bank of America, N.A. and, if any Operating Company desires to replace Bank of America, N.A. as a Working Capital Bank, then, (a) each Eligible Institution designated by such Operating Company as a Working Capital Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution designated by such Operating Company as Working Capital Bank and reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1. Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2. Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3. The Note, Mortgages and Loan Documents. The Loan shall be evidenced by the Note (in the original aggregate principal amount of Four Billion and no/100 Dollars ($4,000,000,000)) and secured by the Mortgages, the Assignments of Leases and the other Loan Documents.

2.1.4. Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan to (a) acquire the Properties and/or repay and discharge any existing loans relating to the Properties, (b) pay all past due Basic Carrying Costs, if any, with respect to the Properties, (c) make deposits into the Reserve Funds on the Original Closing Date in the amounts provided in the Original Loan Agreement, (d) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender, (e) fund any working capital requirements of the Properties and (f) distribute the balance, if any, to Borrower.

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2.1.5. Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any amortization payments and any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out of pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1. Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

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2.2.2. Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3. Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties,

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charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x) (i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

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(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4. Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation

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(a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5. Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6. Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7. Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is

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continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of

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Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan and the Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

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(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of any Mezzanine Loan Agreement by any Mezzanine Borrower,

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including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1. Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring on September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or

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any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2. Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Mortgage and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3. Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Mortgages and the other Loan Documents to the extent permitted by applicable law.

2.3.4. Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1. Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided, the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

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(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Mezzanine Lender under each Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Mezzanine Lender, including the simultaneous pro rata prepayment of each Mezzanine Loan if required thereunder.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this

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Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2. Minimum Amortization from Excess Cash Flow.

(a) From and after the Amortization Commencement Date, on the first Payment Date occurring after quarterly financial statements are delivered (or required to be delivered) under Section 5.1.11(c) with respect to each Excess Cash Flow Period commencing with the first Excess Cash Flow Period in which the Amortization Commencement Date occurs, Borrower shall prepay the Debt by an amount equal to the greater of (a) one hundred percent (100%) of Excess Cash Flow for such Excess Cash Flow Period and (b) $31,250,000.

(b) If such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Payment Date.

(c) Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date.

(d) Any prepayment of the Notes made pursuant to this Section 2.4.2 shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(e) Following any prepayment of the Loan as described in this Section 2.4.2, the Allocated Loan Amounts shall be reduced (on a pro rata basis determined based on the then amounts of the Allocated Loan Amounts) in an amount equal to such prepayment.

2.4.3. Mandatory Prepayments from Net Proceeds. On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the First Mezzanine Lender for application in accordance with the First Mezzanine Loan Agreement (or to the Mezzanine Lender for the most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such

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interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

2.4.4. Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Properties. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment in lieu of the release of any Lien of any Mortgage on any Individual Property.

2.5.1. Release of Individual Property. Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Collateral Agent. Such release shall be in a form appropriate in each jurisdiction in which the Individual Property is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

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(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Loans or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Borrower or Mezzanine Borrower, and other than to an Affiliate of Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) in the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (plus the amount of any Excess Proceeds, if any, available upon the sale of such Individual Property), to be applied to the principal of the Loan on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment (it being understood and agreed that any Post-Closing Reserve Amount constituting Excess Proceeds released to Lender shall likewise be applied to the principal of the Loan on a pro rata and pari passu basis, together with the amount described in the preceding subclauses (i) and (ii));

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the Mezzanine Lender under each Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Mezzanine Lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property from the lien

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of the related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the sale and release of the Rio Las Vegas shall be permitted hereunder if (1) the sales price for the sale of the Rio Las Vegas is at least Three Hundred Million and no/100 Dollars ($300,000,000.00), (2) no Event of Default shall have occurred and be continuing on the date on which the Rio Las Vegas is sold (unless the Special Rio Conditions exist, in which event the sale and release of the Rio Las Vegas shall be permitted hereunder notwithstanding the existence of an Event of Default as and to the extent described in the definition of “Special Rio Conditions” (provided all other conditions to such release, as set forth herein, are satisfied)), (3) the requirements of subparagraphs (b), (f), (g) and (h) above are satisfied, (4) the sale is to a Person other than an Affiliate of any of the Consolidated Entities, any Manager, Holdings, HOC and/or any of the Sponsors, and (5) the Blocked Account shall have been established in accordance with Section 2.6.3 hereof and pledged to Lender in accordance with Section 2.6.3(c) hereof. For purposes hereof, the “Special Rio Conditions” shall exist if (i) the purchase and sale agreement for the sale of the Rio Las Vegas (the “Rio Contract of Sale”) is fully executed and delivered by the parties thereto on or prior to February 28, 2011, (ii) there exists no Event of Default on the date on which the Rio Contract of Sale is executed and delivered by the parties thereto, (iii) the closing under the Rio Contract of Sale occurs within no more than nine (9) months following the date on which the Rio Contract of Sale is executed and delivered by the parties thereto and (iv) Events of Default exist on the date on which the Rio Las Vegas is to be sold pursuant to the Rio Contract of Sale but such Events of Default (A) arise by virtue of non-monetary defaults under this Agreement or the other Loan Documents and (B) do not arise by virtue of the existence of any of the events described in Sections 8.1(iii), (iv), (vi), (vii) or (viii).

In connection with a sale of the Rio Las Vegas:

(i) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Three Hundred Million and no/100 Dollars ($300,000,000.00) but less than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00) and the conditions to the sale of the Rio Las Vegas are satisfied, then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan and (B) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan;

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(ii) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00) and both the conditions to the sale of the Rio Las Vegas are satisfied and the Special Rio Conditions exist, then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan and (B) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, to apply to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan;

(iii) if the sales price for the sale of the Rio Las Vegas is equal to or greater than Four Hundred Twenty Five Million and no/100 Dollars ($425,000,000.00), the conditions to the sale of the Rio Las Vegas are satisfied and the Special Rio Conditions do not exist (and, for the avoidance of doubt, no Event of Default exists on the date on which the Rio Las Vegas is sold), then, (A) simultaneously with and as a condition of closing the sale of the Rio Las Vegas, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Net Sales Proceeds available upon the sale of the Rio Las Vegas, (B) Lender (or Servicer on its behalf) shall apply (1) such Net Sales Proceeds as directed by the applicable Harrah’s Parties (as such term is defined in the Note Sales Agreement) in order for such Harrah’s Parties to purchase Mezzanine Notes pursuant to and in accordance with Article VII of the Note Sales Agreement and (2) the balance (if any) remaining after the purchase of Mezzanine Notes effected pursuant to and in accordance with Article VII of the Note Sales Agreement, to the outstanding principal balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan, and (C) simultaneously with the release thereof from the escrow or reserve account established therefor, Lender (or Servicer on its behalf) shall receive a wire transfer of immediately available federal funds in an amount equal to the Post-Closing Reserve Amount in respect of the Rio Las Vegas, and (D) Lender (or Servicer on its behalf) shall apply (1) such Post-Closing Reserve Amount as directed by the applicable Harrah’s Parties (as such term is defined in the Note Sales Agreement) in order for such Harrah’s Parties to purchase Mezzanine Notes pursuant to and in accordance with Article VII of the Note Sales Agreement and (2) the balance (if any) remaining after the purchase of Mezzanine Notes effected pursuant to and in accordance with Article VII of the Note Sales Agreement to the outstanding principal

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balance of the Notes on a pro rata and pari passu basis, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Notes or the other Loan Documents in connection with a partial prepayment of the Loan; and

(iv) simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached hereto and the Allocated Loan Amounts for each Individual Property under each Mezzanine Loan Agreement shall be automatically adjusted as follows:

(1) the Allocated Loan Amount attributable to the Rio Las Vegas (under this Agreement and under each Mezzanine Loan Agreement) shall be reduced to zero;

(2) if the Mortgage Loan Reallocation Amount (as such term is hereinafter defined) is positive, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 prior to the date on which the Rio Las Vegas is sold) shall be increased by an amount equal to the Mortgage Loan Reallocation Amount on a pro rata basis as among such Properties other than the Rio Las Vegas;

(3) if the Mortgage Loan Reallocation Amount is negative, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 prior to the date on which the Rio Las Vegas is sold) shall be decreased by an amount equal to the Mortgage Loan Reallocation Amount on a pro rata basis as among such Properties other than the Rio Las Vegas;

(4) if a Mezzanine Loan Reallocation Amount (as such term is hereinafter defined) for a particular Mezzanine Loan is positive, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas under the Mezzanine Loan Agreement for such Mezzanine Loan (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 of the relevant Mezzanine Loan Agreement prior to the date on which the Rio Las Vegas is sold) shall be increased by an amount equal to the Mezzanine Loan Reallocation Amount for such Mezzanine Loan on a pro rata basis as among such Properties other than the Rio Las Vegas; and

(5) if a Mezzanine Loan Reallocation Amount for a particular Mezzanine Loan is negative, the Allocated Loan Amounts attributable to the Individual Properties other than the Rio Las Vegas under the Mezzanine Loan Agreement for such Mezzanine Loan (as the same may have been adjusted pursuant to Section 2.4.1, 2.4.2 or 2.4.3 of the relevant Mezzanine Loan Agreement prior to the date on which the Rio Las Vegas is sold) shall be decreased by an amount equal to the Mezzanine Loan Reallocation Amount for such Mezzanine Loan on a pro rata basis as among such Properties other than the Rio Las Vegas.

For the avoidance of doubt, the parties confirm that any “pro rata” re-allocation made as described in this Section shall be made taking into account the Allocated Loan Amounts (and the percentage ratios among such amounts) in effect immediately prior to the re-allocation

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to be effected as described in this Section. For purposes hereof, the term “Mortgage Loan Reallocation Amount” shall be an amount equal to (i) the Allocated Loan Amount for the Rio Las Vegas immediately prior to the sale of the Rio Las Vegas minus (ii) the amount of Loan principal that is repaid, if any, utilizing Net Sales Proceeds from the sale of the Rio Las Vegas. For purposes hereof, the term “Mezzanine Loan Reallocation Amount” shall be an amount, determined for each Mezzanine Loan, equal to (i) the Allocated Loan Amount for the Rio Las Vegas (under the Mezzanine Loan Agreement for each such Mezzanine Loan) immediately prior to the sale of the Rio Las Vegas minus (ii) the amount of principal under such Mezzanine Loan that is purchased, if any, utilizing Net Sales Proceeds from the sale of the Rio Las Vegas.

2.5.2. Release of Convention Center Parcel. At any time after the date hereof, Borrower may obtain the release of the Convention Center Parcel and the release of Borrower’s obligations under the Loan Documents with respect to such parcel of land (other than those expressly stated to survive), without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien (and related Loan Documents) for the Convention Center Parcel for execution by Collateral Agent. Such release shall be in a form appropriate in the jurisdiction in which the Convention Center Parcel is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) The Convention Center Parcel shall be conveyed to a Person other than a Borrower or any Mezzanine Borrower;

(d) Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the

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Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Convention Center Parcel from the lien of the related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel; and

(l) Lender shall have received evidence reasonably satisfactory to it that the Mezzanine Borrowers shall have satisfied all of the conditions to the proposed release set forth in and each of the Mezzanine Loan Agreements.

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2.5.3. Release of O’Shea’s. At any time after the date hereof, Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Borrower shall submit to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), a release of Lien (and related Loan Documents) and/or authorization to the trustee under the Mortgage to release such Lien, as applicable, for O’Shea’s for execution by Collateral Agent. Such release and/or authorization shall be in a form appropriate in the jurisdiction in which O’Shea’s is located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) O’Shea’s shall be conveyed to a Person other than a Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Borrower shall have received an amount (from a Person other than Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute,

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rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Borrower having delivered to Servicer, at Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) (1) Collateral Agent and Servicer shall have received an appropriate title policy endorsement to the effect that the release of O’Shea’s will not have an adverse affect on the priority of the Lien of the related Mortgage on the balance of the Flamingo Las Vegas (following the release of O’Shea’s), provided, however, the Lien of the Mortgage on the balance of the Flamingo Las Vegas shall be subordinated to any easements created in connection with the release of O’Shea’s pursuant to this Section 2.5.3 (and Collateral Agent agrees to execute a subordination agreement in form reasonably requested by Borrower); (2) In connection with the release of O’Shea’s, the Flamingo Individual Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

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(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that each Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the applicable Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Individual Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary); and

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and the payment by Borrower of (i) all recording charges and fees relating to the recordation of any easements executed as contemplated in this Section 2.5.3, any deed(s) or any mortgage releases relating to O’Shea’s and (ii) any title insurance, zoning reports, or other materials or instruments delivered to Collateral Agent and Servicer as may be required pursuant to this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d)), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4. RDE Project. In connection with the RDE Project, (i) Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents, enter into (in Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Individual Borrower and/or Harrah’s LV Individual Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or

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(ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Individual Borrower and/or Harrah’s LV Individual Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Borrower’s pro rata portion of any such cost or expense attributable to Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Borrower’s pro rata portion of any such cost or expense attributable to Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood

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that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the applicable Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Collateral Agent and Servicer shall have received, to the extent reasonably available at such time, an appropriate title policy endorsement to the effect that the execution of the RDE Project Easement or RDE Project Lease, as applicable, will not have an adverse affect on the priority of the Lien of the related Mortgage on the balance of the Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable (following the execution of the RDE Project Easement or RDE Project Lease, as applicable), provided, however, the Lien of the Mortgage on the Flamingo Las Vegas and/or the Harrah’s Las Vegas, as applicable, shall be subordinated to any RDE Project Easement or RDE Project Lease, as applicable, created pursuant to this Section 2.5.4(A) (and Collateral Agent agrees to execute a subordination agreement in form reasonably requested by Borrower);

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(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Borrower and the Collateral Agent for the benefit of the Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements; and the payment by Borrower of all recording charges and fees relating to the recordation of any RDE Project Easements or RDE Project Leases.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d)), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 and the requirements and obligations set forth in the definition of “Special Purpose Entity” following the release of the RDE Parcel in question;

(c) Borrower shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree)(it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question

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shall be deemed to have been released as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Borrower’s pro rata portion of any such cost or expense attributable to Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the applicable Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Borrower shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated title policy (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at

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such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) an updated lender’s comprehensive endorsement; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Borrower shall submit to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), a release of Lien (and related Loan Documents) and/or authorization to the trustee under the Mortgage to release such Lien, as applicable, for the RDE Parcel or RDE Parcels proposed to be released, for execution by Collateral Agent. Such release and/or authorization shall be in a form appropriate in the jurisdiction in which the RDE Parcel or RDE Parcels to be released are located and that contains standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(h) Collateral Agent and Servicer shall have received, to the extent reasonably available at such time, an appropriate title policy endorsement to the effect that the release of the RDE Parcel in question will not have an adverse affect on the priority of the Lien of the related Mortgage on the balance of the Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable (following the release of the RDE Parcel in question), provided, however, the Lien of the Mortgage on the balance of the Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be subordinated to any easements created in connection with the release of the RDE Parcel in question pursuant to this Section 2.5.4(B) (and Collateral Agent agrees to execute a subordination agreement in form reasonably requested by Borrower);

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other

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applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Borrower shall have received an amount (from a Person other than Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Individual Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Individual Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary); and

(m) Flamingo Individual Borrower and/or Harrah’s LV Individual Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral

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Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Individual Borrower and/or the Harrah’s LV Individual Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(n) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and the payment by Borrower of (i) all recording charges and fees relating to the recordation of any RDE Easements, any deed(s) or any mortgage releases relating to the RDE Parcel in question (ii) any title insurance, zoning reports, or other materials or instruments delivered to Collateral Agent and Servicer as may be required pursuant to this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d)), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

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2.5.5. Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Mortgage on each Individual Property not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1. Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Loan) for the benefit of Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (for the benefit of Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts (and Operating Company shall be entitled to all such interest and income). The Collection Accounts have been assigned the federal tax identification numbers of each Operating Company which are as set forth in Schedule III attached hereto. Borrower shall cause Operating Company to provide Lender, at any time upon request of Lender, with Forms W-8 or W-9 to evidence that Operating Company and Manager are not subject to any back-up withholding under the Code. All costs and expenses of establishing and maintaining the Collection Accounts have been and shall continue to be at Borrower’s or Operating Company’s sole cost and expense.

(c) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Accounts are the only accounts maintained by Operating Company or Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Accounts, Borrower maintains no accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the

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Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company or Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of this Agreement). Borrower shall not (and Borrower shall not permit Operating Company to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(d) Borrower shall, or shall cause Operating Company to, deliver irrevocable written instructions to each tenant under any Lease at any of the Properties, in form and substance reasonably acceptable to Lender, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account. Borrower shall, or shall cause Operating Company to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks delivering receipts or Revenues from any of the Properties, in form and substance reasonably acceptable to Lender, directing each such credit card company or credit card clearing bank to deliver all receipts payable with respect to any of the Properties directly to the Collection Accounts.

(e) Borrower and its Affiliates shall deposit (and Borrower shall cause each Operating Company to deposit) all Revenue received by, paid or payable to or paid for the benefit of Borrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt. Borrower shall diligently and continuously use all commercially reasonable efforts to cause (and shall cause each Operating Company to use all commercially reasonable efforts to cause) any other Person to deposit all Revenue received by, paid or payable to or paid for the benefit of Borrower or Operating Company or in connection with any of the Properties (of whatever kind and nature), other than (x) each Gaming Operating Reserve and (y) amounts theretofore released from a Collection Account in accordance herewith, into the Collection Accounts within three (3) Business Days after receipt.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower covenants to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Debt Service due and payable under this Agreement and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Borrower).

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2.6.2. Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Borrower shall collaterally assign and pledge all of its interest in such Revenues to Collateral Agent (for the benefit of Lender) as additional security for the Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Operating Company has granted to Borrower a first priority security interest in and to all right, title and interest of Operating Company in the Collection Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located), and Borrower has granted to Collateral Agent (for the benefit of Lender) a first priority security interest in and to all right, title and interest of Borrower in the Collection Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Company to take all actions necessary to maintain in favor of Borrower (and Borrower will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender) a perfected first priority security interest in the Collection Accounts including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s (or Collateral Agent’s) request therefor. Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender .

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), the applicable Controlling Party and/or Operating Company shall direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that the applicable Controlling Party or Operating Company shall have failed to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of the applicable Controlling Party and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances

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of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the First Mezzanine Lender or to an account designated by the First Mezzanine Lender (or to the Mezzanine Lender for the most senior Mezzanine Loan then outstanding or an account designated by such Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, the applicable Controlling Party and/or Operating Company shall notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event the applicable Controlling Party or Operating Company shall have failed to do so, any of Lender, Collateral Agent and Servicer shall have the right to direct the Collection Bank on behalf of the applicable Controlling Party and Operating Company to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account up to the aggregate amount owed by Operating Company under the Operating Lease, including, without limitation, any damages pursuant to Section 12.2(a) thereof, and thereafter (as well as pending the determination of such damages) Operating Company shall not receive any monies from the Collection Account except to the extent they exceed the aggregate amount owed by Operating Company under the Operating Lease (or pending such determination, such aggregate amount estimated by Borrower and Lender), including, without limitation, any damages pursuant to Section 12.2(a) thereof. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

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2.6.3. Blocked Account; Cash Management Account.

(a) Lender shall establish or shall direct Servicer to establish (prior to the sale of the Rio Las Vegas in accordance with Section 2.5 hereof, or at such earlier time as Lender or Servicer shall determine) a segregated Eligible Account (the “Blocked Account”) to be held in the name of Collateral Agent (for the benefit of Lender). The Blocked Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Blocked Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents.

(b) Upon the occurrence and during the continuance of a Rio Leverage Event, on each Payment Date following a sale of the Rio Las Vegas (and during the continuance of a Rio Leverage Event), the Borrower shall deposit in the Blocked Account (1) the Subject Fees and (2) any amounts Borrower deposits pursuant to Section 4.1(a)(iv)(B) of the Note Sales Agreement.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in any and all interest, if any, of Borrower in the Blocked Account and all deposits at any time contained therein and the proceeds thereof (the “Rio Leverage Event Cash Collateral”) and will take all actions necessary to maintain in favor of Collateral Agent (for the benefit of Lender) a perfected first priority security interest in any and all interest of Borrower, if any, in the Blocked Account and the Rio Leverage Event Cash Collateral, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions, and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Blocked Account (and any sub account thereof) shall be at Borrower’s sole cost and expense. Collateral Agent and Lender agree to release (or direct the Servicer to release) the Rio Leverage Event Cash Collateral (i) on quarterly Payment Dates as necessary to consummate ECF Purchases (as and when such purchases are effected in accordance with the provisions of the Note Sales Agreement) and (ii) at any time upon the election of the Borrower to utilize funds to repay the Loan. In addition, from and after the Rio Leverage Event ceasing to be in effect, Collateral Agent and Lender shall release (or direct the Servicer to release) promptly upon the request of Borrower the Rio Leverage Event Cash Collateral to Borrower or as directed by Borrower (it being understood that Borrower may elect to distribute the Rio Leverage Event Cash Collateral to Holdings as and to the extent permitted in Section 4.1 of the Note Sales Agreement); provided, that, in connection with any such release of Rio Leverage Event Cash Collateral, if the Rio Leverage Event ceased to be in effect because of a Blocked Cash Buildup, then the maximum amount of cash that may be withdrawn from the Blocked Account at such time shall be the amount that may be withdrawn from the Blocked Account without causing the Post-Rio Leverage Ratio in effect at such time (after giving pro forma effect to such withdrawal) to be greater than the Pre-Rio Leverage Ratio.

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(d) In addition, Lender may establish and maintain, or may direct Servicer to establish and maintain (upon the occurrence of an Event of Default, or at such time as Lender or Servicer shall determine) a segregated Eligible Account (the “Cash Management Account”) to be held in the name of Collateral Agent (for the benefit of Lender). The Cash Management Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Cash Management Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents.

(e) Borrower hereby grants to Collateral Agent (for the benefit of Lender), a first priority security interest in any and all interest, if any, of Borrower in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender a perfected first priority security interest in any and all interest of Borrower, if any, in the Cash Management Account and the deposits therein and proceeds thereof, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions, and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Cash Management Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(f) Borrower has established the Borrower Deposit Account with the Deposit Account Bank. The Borrower Deposit Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer); provided, however, that so long as an Event of Default has not occurred and is continuing, subject to the provisions of Section 2.6.1(f), Borrower may make withdrawals from the applicable Borrower Deposit Account at any time and from time to time. Borrower hereby grants to Collateral Agent (for the benefit of Lender), a first priority security interest in the Borrower Deposit Account and all of Borrower’s rights, title and interest therein and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender a perfected first priority security interest in the Borrower Deposit Account and all rights, title and interest of Borrower in the Borrower Deposit Account and the deposits therein and proceeds thereof, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions, and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses for establishing and maintaining the Borrower Deposit Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(g) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Blocked Account, the Cash Management Account, the Borrower Deposit Account and any sub-account of the Blocked Account, the Cash Management Account or the Borrower Deposit Account. The Blocked Account, the Cash Management Account and the Borrower Deposit Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

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(h) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Blocked Account, the Cash Management Account and the Borrower Deposit Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(i) The insufficiency of funds on deposit in the Blocked Account, the Cash Management Account and/or the Borrower Deposit Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

2.6.4. Working Capital Account.

(a) Simultaneously herewith, each Operating Company has established a Working Capital Account with Working Capital Bank. The Working Capital Account shall be in the name of, and under the sole dominion and control of, Collateral Agent (which may be exercised through Servicer); provided, however, that so long as an Event of Default has not occurred and is continuing, Operating Company (or Manager, on behalf of Operating Company) may make withdrawals from the applicable Working Capital Account at any time and from time to time to fund the ordinary-course working capital needs of such Operating Company. Each Operating Company may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period cash to be reserved on account of its anticipated, ordinary course working capital needs, provided that (i) the aggregate amount of cash that may be deposited by all Operating Companies into the Working Capital Accounts during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into any Working Capital Account, the aggregate balance in all Working Capital Accounts shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof).

(b) Pursuant to the Working Capital Account Agreement, Operating Company has granted to Borrower a first priority security interest in and to all right, title and interest of Operating Company in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located), and Borrower has granted to Collateral Agent (for the benefit of Lender) a first priority security interest in and to all right, title and interest of Borrower in the Working Capital Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Company to take all

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actions necessary to maintain in favor of Borrower (and Borrower will take all actions necessary to maintain in favor of Collateral Agent, for the benefit of Lender) a perfected first priority security interest in the Working Capital Account including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s (or Collateral Agent’s) request therefor. All costs and expenses for establishing and maintaining the Working Capital Account (and any sub account thereof) shall be at the sole cost and expense of Borrower.

(c) Each Operating Company shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Working Capital Account and any sub-account of the Working Capital Account. The Working Capital Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Operating Company. Each Operating Company shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(d) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Working Capital Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) each Mezzanine Loan shall be contemporaneously extended.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in either the case of (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

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(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) each Mezzanine Loan shall be contemporaneously extended.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Harrah’s Laughlin and Laughlin Individual Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article 4 to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1. Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the Individual Properties and to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Properties. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its

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properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

4.1.2. Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3. No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement) and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

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4.1.4. Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5. Agreements. None of Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Manager, Operating Company or any of the Properties are bound. None of Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Manager or Operating Company is a party or by which Borrower, Manager, Operating Company or the Properties is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (b) obligations under the Loan Documents and the Operating Lease and in the case of Borrower, Permitted Indebtedness and, in the case of Operating Company, Permitted Indebtedness (Operating Company).

4.1.6. Title. (a) Borrower has good, marketable and insurable fee simple title to the real property comprising part of each Individual Property and that is owned in fee, and good title to the balance of such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Borrower has good title to the Property-Specific Trademarks, free and clear of all Liens whatsoever except the Permitted Encumbrances and the interests of the licensees under the IP Licenses. Each Operating Company has good, marketable and insurable leasehold title to the real property demised to it, free and clear of all Liens whatsoever except the Permitted Encumbrances and such other Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. Each Mortgage created (a) a valid first priority lien on each Individual Property in favor

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of JPM, subject only to the Permitted Encumbrances and such other Liens permitted pursuant to or created by the Loan Documents, and (b) together with the Uniform Commercial Code financing statements that were filed in connection therewith, perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases) in favor of JPM, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Each Mortgage is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders to the Collateral Agent (immediately following the execution and delivery of this Agreement) and each Mortgage does and will continue to create (a) a valid, first priority lien on each Individual Property in favor of Collateral Agent (as the beneficiary/mortgagee of record for the benefit of Lender), subject only to Permitted Encumbrances and the Liens permitted pursuant to or created by the Loan Documents, and (b) together with the Uniform Commercial Code financing statement amendments that will be filed in connection therewith, perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases) in favor of Collateral Agent (as the secured party of record for the benefit of Lender), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents.

(b) When the Trademark Security Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, Collateral Agent (for the benefit of Lender) shall have a fully perfected Lien on, and security interest in, all right, title and interest of Borrower in the Property-Specific Trademarks, in each case prior and superior in right to the Lien of any other Person, except for Permitted Encumbrances.

(c) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7. Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to,

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and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8. Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9. No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10. Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

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4.1.11. Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower or Operating Company and reasonably likely to have a materially adverse effect on Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12. Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13. Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14. Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15. Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

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4.1.16. Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17. Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18. Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19. No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Loan Documents.

4.1.20. Insurance. Borrower (or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Manager and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21. Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22. Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each

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such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s or Operating Company’s business); Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) None of Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Manager’s or Operating Company’s business);

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(v) None of Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Manager, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Manager or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

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4.1.23. Flood Zone. None of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to each such Individual Property.

4.1.24. Physical Condition. Except as disclosed in the engineering reports obtained by Lender in connection with the Properties, to Borrower’s knowledge, each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

4.1.25. Boundaries. To Borrower’s knowledge, all of the improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property (other than as the same may have been modified in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Section 2.5.3 and 2.5.4 of this Agreement). No improvements on adjoining properties encroach upon any Individual Property, and no easements or other encumbrances upon an Individual Property encroach upon any of the improvements, so as to affect the value or marketability of the applicable Individual Property (except those which, in each case, are insured against by the Title Insurance Policy).

4.1.26. Leases. (a) The Operating Leases (as amended on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month

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in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(a) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27. Trade Name; Other Intellectual Property. (a) Each Borrower, Manager and Operating Company owns and possesses or licenses (as the case may be) all Intellectual Property that Borrower, Manager and Operating Company consider necessary for the conduct of their respective businesses as now conducted without, individually or in the aggregate, any infringement upon rights of other Persons, in each case except as could not reasonably be expected to materially and adversely (i) affect the value of any of the Properties, (ii) impair the use and operation of any of the Properties or (iii) impair any Borrower’s, any Manager’s or any Operating Company’s ability to pay their respective obligations (under the Loan Documents or each Operating Lease) in a timely manner.

(b) Each IP License and the Shared Services Agreement are in full force and effect and there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder. The Property-Specific Trademarks that have been assigned to each Borrower pursuant to the Trademark Assignment with each such Borrower are all Trademarks that are used specifically at or specifically with respect to the operation of the Properties and not otherwise used at or with respect to the operation of other properties owned or operated, directly or indirectly, by Holdings or any other Person.

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4.1.28. Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29. Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Properties to Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid, and, under current Legal Requirements, each of the Mortgages is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30. Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

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(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31. Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32. Illegal Activity. No portion of any Individual Property has been or will be purchased with proceeds of any illegal activity.

4.1.33. Reserved.

4.1.34. Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35. Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Manager, Holdings, Operating Company and

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Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36. Intentionally Omitted.

4.1.37. Taxes including Gaming Taxes and Fees. Borrower and each of its Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Borrower (or any of its Affiliates, including Manager) or Operating Company (or any of its Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Borrower and its Affiliates (including Manager), and Operating Company and its Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Borrower or such Affiliate (or Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Borrower or such Affiliates (or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. Neither Borrower nor any of its Affiliates, including Manager (nor Operating Company or any of its Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. Neither Borrower nor Operating Company is party to (or has any obligation under) any tax sharing agreement.

4.1.38. Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39. REA. Each REA is in full force and effect and neither Borrower nor, to Borrower’s actual knowledge, any other party to the REA, is in default in any material respect thereunder, and to the best of Borrower’s actual knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. To Borrower’s actual knowledge, no REA has been modified, amended or supplemented except as disclosed in any Title Insurance Policy.

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4.1.40. Operation of Properties. (a) The operation, management and use of each Individual Property by Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (b) are in full force and effect and in good standing and (c) are not provisional, conditional or probationary in any manner.

(c) None of Borrower, Manager, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Borrower, Manager or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41. Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower.

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All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of all Mortgages encumbering the Properties (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1. Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) no Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance

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with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2. Taxes and Other Charges. Borrower shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3. Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than Five Million and no/100 Dollars ($5,000,000.00).

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5.1.4. Access to Properties. Borrower shall permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5. Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge.

5.1.6. Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7. Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8. Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9. Further Assurances. Borrower shall and shall cause Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

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(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10. Supplemental Mortgage Affidavits. Borrower represents that it has paid all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages. If at any time Lender or Collateral Agent determines, based on applicable law, that Lender is not being afforded the maximum amount of security available from any one or more of the Properties as a direct or indirect result of applicable taxes not having been paid with respect to any Individual Property, Borrower agrees that Borrower will execute, acknowledge and deliver to Lender or Collateral Agent, immediately upon Lender’s or Collateral Agent’s request, supplemental affidavits increasing the amount of the Debt attributable to any such Individual Property (as set forth as the Allocated Loan Amount on Schedule II annexed hereto) for which all applicable taxes have been paid to an amount determined by Lender to be equal to the lesser of (a) the greater of the fair market value of the applicable Individual Property (i) as of the Original Closing Date (or, with respect to each Swap Property, as of the Swap Closing Date) and (ii) as of the date such supplemental affidavits are to be delivered to Lender, and (b) the amount of the Debt attributable to any such Individual Property (as set forth as the Allocated Loan Amount on Schedule II annexed hereto), and Borrower shall, on demand, pay any additional taxes.

5.1.11. Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower and the Properties (on a combined basis) and a balance sheet

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for the Operating Company, Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company and Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Borrowers and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such

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Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event, in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (i) an Event of Default shall have occurred and be continuing and/or (ii) any event of default as defined in any of the Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (i) an Event of Default shall have occurred and be continuing and/or (ii) any event of default as defined in any of the Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (i) an Event of Default shall have occurred and be continuing and/or (ii) any event of default as defined in any of the Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (i) an Event of Default shall have occurred and be continuing and/or (ii) any event of default as defined in any of the Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined

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below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the

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independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

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(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12. Business and Operations. Borrower will, and will cause Manager and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13. Title to the Properties. Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

5.1.14. Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property is foreclosed in whole or in part or that any such Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Operating Company or an assignment by Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and

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defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15. Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16. Reserved.

5.1.17. Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower.

5.1.18. IP Matters; Shared Services Agreement. (a) Borrower shall not amend, modify, supplement or waive (or consent to, acquiesce in or permit any such amendment, modification, supplement or waiver of) any right under the IP Licenses without the prior written approval of Lender. Borrower shall not permit (or consent to or acquiesce in) an assignment by any counterparty to any of the IP Licenses, and Borrower shall not assign any of its interests in the IP Licenses (or any licensed property) without, in each case, Lender’s prior written approval. Borrower shall not permit, consent to or acquiesce in any cancellation, termination or surrender of the IP Licenses or any of them.

(b) Borrower shall not (and Borrower shall not permit Operating Company or Manager to) amend, modify, supplement or waive (or consent to, acquiesce in or permit any such amendment, modification, supplement or waiver of) any right under the Shared Services Agreement without the prior written approval of Lender. Borrower shall not (and Borrower shall

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not permit Operating Company or Manager to) consent to or acquiesce in an assignment by HOC of its rights, obligations or duties under the Shared Services Agreement without Lender’s prior written approval. Borrower shall not (and Borrower shall not permit Operating Company to) assign its or their rights, obligations or duties under the Shared Services Agreement without Lender’s prior written approval. Borrower shall not permit Manager to assign its rights or obligations under the Shared Services Agreement without Lender’s prior written approval (unless such assignment occurs in connection with a permitted assignment of the Management Agreement). Borrower shall not (and Borrower shall not permit Operating Company or Manager to) permit, consent to or acquiesce in any cancellation, termination or surrender of the Shared Services Agreement.

5.1.19. No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20. Leasing Matters. (a) Borrower shall not (and shall cause Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

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(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease and Borrower shall not assign any of its interests in the Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

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(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

(h) Provided the foregoing requirements have been complied with and no Event of Default then exists, (i) Lender agrees to direct Collateral Agent to enter into a Recognition Agreement with the tenants under Major Leases defined in clause (a)(i) or (a)(ii) of the definition thereof, in each case on the form annexed as Schedule XII hereto (with such changes as shall be negotiated by Collateral Agent in good faith) and, in such event, no fee shall be charged by Lender or Collateral Agent in connection with any such Recognition Agreement (except that Borrower shall reimburse Collateral Agent for any reasonable, out-of-pocket fees and expenses incurred by Collateral Agent in connection with same) and (ii) if requested by Borrower, Lender and Collateral Agent agree to not unreasonably withhold its or their consent to entering into (and shall enter into) a Recognition Agreement with other tenants, excluding tenants described in any of clauses (b) and (c) of the definition thereof (as to which Collateral Agent shall have no obligation whatsoever to grant nondisturbance), in each case on the form annexed as Schedule XII hereto (with such changes as shall be negotiated by Collateral Agent in good faith) and, in such event, no fee shall be charged by Lender or

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Collateral Agent in connection with any such Recognition Agreement (except that Borrower shall reimburse Collateral Agent for any reasonable, out-of-pocket fees and expenses incurred by Collateral Agent in connection with same).

5.1.21. Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for

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confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

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5.1.22. Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager. (a) Borrower shall cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

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(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In

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the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Lender.

(j) Each Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Borrower under such Operating Lease or of Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at

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such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Borrower under any Operating Lease or of Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Borrower under such Operating Lease or by Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Mortgage.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to each of the Properties. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to any Operating Lease or any rights of Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Borrower whatsoever in respect of any part of any Operating Lease or any rights of Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement containing the following: (A) a statement that such Operating Lease, such Operating Lease

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Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) (i) Each Operating Lease and any and all rights and interests (whether choate or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by any Operating Company thereunder or otherwise are and shall be in all respects subordinate and inferior to the liens and security

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interests created, or to be created, for the benefit of Lender, and securing the repayment of the Note and the performance of the obligations under the Loan Agreement and the other Loan Documents.

(ii) Upon the occurrence of an Event of Default under the Loan Documents, Operating Company shall, at the request of Lender, continue to perform all of Operating Company’s obligations under the terms of the Operating Leases. Further, upon and after foreclosure, deed in lieu of foreclosure or other similar transfer of any of the Properties to Lender, its designee or nominee, Operating Company shall not exercise any right to terminate the Operating Lease other than due to any default or breach by Lender, its designee or nominee first occurring thereafter pursuant to the terms of the Operating Lease and, at the request of Lender, shall continue to operate and manage or cause to be managed any one or more of the Properties and maintain all applicable Gaming Licenses with respect thereto, either in accordance with the terms of the Operating Lease or pursuant to a replacement operating lease in form and substance reasonably acceptable to Lender provided that (1) to the extent such continued operation is conducted pursuant to the Operating Lease, Operating Company shall be obligated to pay the rental rate specified therein, and (2) all other terms and arrangements shall be usual and customary for similar properties in similar locations as such Individual Property and, to the extent required under applicable Gaming Laws, subject to the prior review and/or approval of the Gaming Authorities.

(iii) Notwithstanding the foregoing or any provision hereof or of any of the Loan Documents to the contrary, at any time after foreclosure, deed in lieu of foreclosure or other similar transfer of any Individual Property to Lender, its designee or nominee, at the option of Lender exercised by written notice to any Operating Company, Lender, its designee or nominee shall have the right to terminate any Operating Lease with an Operating Company (and, upon any termination of an Operating Lease, the applicable Management Agreement shall automatically terminate), without penalty or termination fee (except that such Operating Company and Manager shall be entitled to receive any unpaid amounts that relate to the period prior to such termination) and, in connection with the foregoing, such Operating Company shall transfer its responsibility for the management of the applicable Individual Property to another operator selected by Lender.

(t) Upon the occurrence and during the continuance of an Event of Default under the Loan Documents, Lender shall have the sole and absolute right to terminate the Management Agreements pursuant to the terms thereof, in which event Manager shall transfer pursuant to the terms of the Management Agreement its responsibility for the management of the applicable Individual Property to another manager selected by Lender. In the event Lender elects to keep Manager following the occurrence of an Event of Default, Manager shall continue to perform all of Manager’s obligations under the terms of the Management Agreements and Manager shall not, and shall not be entitled to, exercise any right to terminate the Management Agreements other than pursuant to the terms thereof.

(u) The Borrower and Lender understand and agree that the fees paid to each Manager under each Management Agreement (including all management base fees and incentive fees, but other than reimbursables payable thereunder) shall be paid on a monthly basis on each Payment Date after the effectiveness (in each case) of each such Management

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Agreement (it being understood that, prior to the effectiveness of a Management Agreement, the amounts that would have been paid to the Manager under such Management Agreement (as described herein) will be retained by Operating Company and will not be paid or payable to such Manager), in an aggregate amount equal to the sum of (1) two percent (2%) of Revenue for all of the Properties in respect of each fiscal month and (2) five percent (5%) of EBITDAM in respect of such fiscal month; provided, however, that:

(i) to the extent EBITDAM is less than $500,000,000.00 (the “Performance Threshold”) on a trailing twelve (12) month basis at the end of any fiscal month, no management fee shall be payable for (and each Manager under each Management Agreement shall waive any right to receive a management fee in respect of, and each Operating Company shall waive any right to retain such management fee prior to the effectiveness of any Management Agreement in respect of) such fiscal month; provided, however, that (i) the aforesaid $500,000,000.00 amount shall be reduced, following the sale of any Individual Property other than the Rio Las Vegas, by an amount equal to the product of $500,000,000.00 multiplied by the number (expressed as a percentage) equal to the Allocated Loan Amount (as of the date hereof) of the Individual Property sold divided by the sum of the Allocated Loan Amounts (as of the date hereof) for all of the Properties subject to the Lien of the Mortgage on the date hereof and (ii) if the Rio Las Vegas is sold pursuant to and in accordance with the terms of this Agreement, then the amount of the Performance Threshold (for purposes of determining whether a management fee is payable as described in the immediately preceding clause) shall be permanently reduced in an amount equal to (A) the principal amount of the Loans and the Mezzanine Loans reduced with the Net Sales Proceeds from such sale in accordance with this Agreement and the Note Sales Agreement, divided by (B) the Pre-Rio Leverage Ratio. The reduction of the Performance Threshold will be calculated promptly following the use of 100% of the Net Sales Proceeds to reduce the Loans and the Mezzanine Loans in accordance with this Agreement and the Note Sales Agreement;

(ii) notwithstanding the manner in which the management fee is computed (in accordance with the first sentence of this paragraph (u)) and the provisions of the immediately preceding subparagraph (i), unless a Rio Leverage Event has occurred and is continuing, for each of the first full twenty-four (24) calendar months occurring after the date hereof, the monthly management fee payable under all of the Management Agreements (in the aggregate) in respect of each such month (taken together with all amounts retained by Operating Company and not paid or payable to a Manager by virtue of one or more Management Agreements not being effective, in any such month) shall be no less than $3,125,000.00 (which amount shall be reduced, following the sale of any Individual Property other than the Rio Las Vegas, by an amount equal to the product of $3,125,000.00 multiplied by the number (expressed as a percentage) equal to the Allocated Loan Amount (as of the date hereof) of the Individual Property sold during such twenty-four (24) month period divided by the sum of the Allocated Loan Amounts (as of the date hereof) for all of the Properties subject to the Lien of the Mortgage on the date hereof); provided, however, that, for the period from the Closing Date to and including the first anniversary of the Closing Date and for the period from the first anniversary of the Closing Date to and including the second anniversary of the Closing Date, no fees shall be paid under any Management Agreement during either such twelve

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(12) month period following the date on which, during the applicable twelve (12) month period, the fees that have been paid under all of the Management Agreements (including those retained by Operating Companies, in the aggregate) are in an aggregate amount equal to $37,500,000.00 unless and until the date (during such twelve (12) month period) on which the sum of (1) two percent (2%) of Revenue for all of the Properties in respect of such twelve (12) month period and (2) five percent (5%) of EBITDAM for all of the Properties in respect of such twelve (12) month period equals or exceeds $37,500,000.00 (which amount in this proviso shall be reduced, following the sale of any Individual Property other than the Rio Las Vegas, by an amount equal to the product of $37,500,000.00 multiplied by the number (expressed as a percentage) equal to the Allocated Loan Amount (as of the date hereof) of the Individual Property sold during such twenty-four (24) month period divided by the sum of the Allocated Loan Amounts (as of the date hereof) for all of the Properties subject to the Lien of the Mortgage on the date hereof); and

(iii) notwithstanding the manner in which the management fee is computed (in accordance with the first sentence of this paragraph (u)) and the provisions of the immediately preceding subparagraphs (i) and (ii), if a Rio Leverage Event has occurred and is continuing, then for each month following a sale of the Rio Las Vegas while the Rio Leverage Event is in effect, the maximum aggregate monthly management fee for all of the Properties permitted to be paid to Manager (taken together with all amounts retained by Operating Company and not paid or payable to a Manager by virtue of one or more Management Agreements not being effective, in any such month), shall not exceed $3,125,000.00 (which amount shall be reduced, following the sale of any Individual Property other than the Rio Las Vegas, by an amount equal to the product of $3,125,000.00 multiplied by the number (expressed as a percentage) equal to the Allocated Loan Amount (as of the date hereof) of the Individual Property(ies) sold divided by the sum of the Allocated Loan Amounts (as of the date hereof) for all of the Properties subject to the Lien of the Mortgage on the date hereof).

It is understood that, prior to the effectiveness of the Management Agreement, amounts retained by Operating Company and not paid or payable to Manager pursuant to this Section 5.1.22(u) will be retained by Operating Company free and clear of any restrictions under this Agreement and the other Loan Documents (except as and to the extent specifically provided in Section 2.6.2). In addition, Borrower understands and agrees that if a Rio Leverage Event has occurred and is continuing, for each month during the term of the Loan following a sale of the Rio Las Vegas while the Rio Leverage Event is in effect, then on each monthly Payment Date when the management fee is paid for such month (or, prior to the effectiveness of a Management Agreement, would be paid), Borrower shall deposit the positive difference, if any, between (1) the amount of the management fees (in the aggregate) that would have been paid to Manager pursuant to the Management Agreement as if no Rio Leverage Event was in effect (or, prior to the effectiveness of the Management Agreement, retained by Operating Company and not paid or payable to Manager) (in each case consistent with the first sentence of this paragraph (u) and the provisions of Section 5.1.22(u)(i) and (ii) above) and (2) the amount of the management fees (in the aggregate) that are actually paid to Manager pursuant to the Management Agreement for such month or, prior to the effectiveness of the Management Agreement, retained by Operating Company (in each case consistent with the provisions of Section 5.1.22(u)(iii) above) (such monthly amounts, collectively, the “Subject Fees”) into the Blocked Account, which shall be applied subject to and in accordance with the terms of this Agreement.

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Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of all Mortgages in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1. Operation of Property. (a) Borrower shall not, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

5.2.2. Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

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(b) No Borrower shall incur any Indebtedness other than the Loan and Permitted Indebtedness. No Borrower shall permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3. Dissolution. Borrower shall not, and shall not permit Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership and operation of the Properties and (ii) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of the Holdings, in each case, without obtaining the prior consent of Lender.

5.2.4. Change in Business. Borrower shall not enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

5.2.5. Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.2.6. Zoning. Borrower shall not, and shall not permit Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7. Intentionally Omitted.

5.2.8. Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent’s security interest in any of the Properties as a result of such change of place of organization.

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5.2.9. ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10. Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower or one or more of the Properties to, (1) Transfer all or any part of one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership

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interests of its Affiliates) did not, prior to such Transfer, own more than a forty nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

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(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) an assumption of this Agreement, the Note, the Mortgages and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(ii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iii) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(iv) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(v) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vi) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vi) shall be deemed to have been met in all respects;

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(vii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(viii) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(ix) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(x) receipt of evidence satisfactory to Lender that all of the entities which own interests in the Transferee similar to the interests in Borrower owned by the First Mezzanine Borrower (1) shall assume the First Mezzanine Loan and all the agreements of First Mezzanine Borrower under the First Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in the New Mortgage Borrower, all payments thereon and all proceeds thereof shall be pledged to First Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the First Mezzanine Borrower or (b) at least as favorable to the First Mezzanine Lender, as determined by the First Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of First Mezzanine Borrower;

(xi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in First Mezzanine Borrower owned by the Second Mezzanine Borrower (1) shall assume the Second Mezzanine Loan (if still outstanding) and all the agreements of Second Mezzanine Borrower under the Second Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in First Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Second Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Second Mezzanine Borrower or (b) at least as favorable to the Second Mezzanine Lender, as determined by the Second Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Second Mezzanine Borrower;

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(xii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Second Mezzanine Borrower owned by the Third Mezzanine Borrower (1) shall assume the Third Mezzanine Loan (if still outstanding) and all the agreements of Third Mezzanine Borrower under the Third Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Second Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Third Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Third Mezzanine Borrower or (b) at least as favorable to the Third Mezzanine Lender, as determined by the Third Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Third Mezzanine Borrower;

(xiii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Third Mezzanine Borrower owned by the Fourth Mezzanine Borrower (1) shall assume the Fourth Mezzanine Loan (if still outstanding) and all the agreements of Fourth Mezzanine Borrower under the Fourth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Third Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fourth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fourth Mezzanine Borrower or (b) at least as favorable to the Fourth Mezzanine Lender, as determined by the Fourth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fourth Mezzanine Borrower;

(xiv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fourth Mezzanine Borrower owned by the Fifth Mezzanine Borrower (1) shall assume the Fifth Mezzanine Loan (if still outstanding) and all the agreements of Fifth Mezzanine Borrower under the Fifth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fourth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fifth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fifth Mezzanine Borrower or (b) at least as favorable to the Fifth Mezzanine Lender, as determined by the Fifth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fifth Mezzanine Borrower;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fifth Mezzanine Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership

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interests in Fifth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or

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(b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Mezzanine Lender; and

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical.

(g) Restrictions on Transfers set forth herein or in the Mortgage shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Borrower as security for the First Mezzanine Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

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Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person including Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Properties providing at least the following coverages:

(i) comprehensive all risk insurance on the Improvements and the Insured Personal Property, contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, but the amount shall in no event be less than the outstanding principal balance of the Loan; (B) containing an agreed amount endorsement with respect to the Improvements and Insured Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of Five Million and No/100 Dollars ($5,000,000.00) per occurrence in respect of physical damage plus two days in respect of Business Interruption combined, except in respect of terrorism coverage, where the deductible may be up to $10,000,000 per occurrence, in respect of earthquake coverage, where the deductible may be up to $50,000,000 per occurrence for all insured locations in Nevada and $25,000,000

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per occurrence for all other insured locations, named storm coverage (including flood as a result of named storm), where the deductible may be up to $50,000,000 per occurrence for all insured locations in New Jersey and $10,000,000 per occurrence for all other insured locations; or, if greater, in respect of terrorism, earthquake, named storm (including flood as a result of named storm) insurance, 5% of the total insured value per insured location per occurrence for all such insurance coverage; and (D) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement in amounts as reasonably required by Lender if any of the Improvements or the use of the Individual Property shall at any time constitute legal non-conforming structures or uses. In addition, Borrower shall obtain: (w) terrorism insurance in amounts equal to the lesser of (1) the outstanding aggregate principal balance of the Loan and the Mezzanine Loans or (2) $1,500,000,000, to the extent available for a premium not in excess of the Terrorism Premium Limit, (x) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance in an amount equal to the lesser of (1) the outstanding aggregate principal balance of the Loan and the Mezzanine Loans or (2) $250,000,000.00 per occurrence and in the aggregate; (y) earthquake insurance in amounts equal to the lesser of (1) the outstanding aggregate principal balance of the Loan and the Mezzanine Loans or (2) $250,000,000 per occurrence and in the aggregate or such other reasonable amount as Lender shall require and in form and substance satisfactory to Lender in the event the Individual Property is located in an area with a high degree of seismic activity; and (z) coastal windstorm insurance in form and substance satisfactory to Lender in the event the Individual Property is located in any coastal region, in an amount equal to the lesser of (1) the outstanding aggregate principal balance of the Loan and the Mezzanine Loans or (2) $750,000,000.00 per occurrence on a blanket policy basis for all of the insured locations or (3) such other reasonable amount as Lender shall require; it being understood and agreed that coverage is being provided under a blanket policy and on a per occurrence limitation for all insured locations as defined under the policy which includes those collateralized under this agreement, as well as other locations and exposures. In addition to the foregoing, with respect to the flood and coastal windstorm coverages required pursuant to the above, Borrower shall cause the execution and delivery, by each current and future owner of any property located in the Atlantic City, New Jersey area insured under the policy insuring one or more of the Properties and each current and future creditor (other than any Initial Lender) which has a security interest in, or any other loss payee of, the proceeds of any such policy, of the Windstorm Insurance Intercreditor Agreement requiring application of any proceeds from such coverages to the repayment and/or restoration of the Properties (in accordance herewith) subject to the Lien of the Mortgages at the time in question prior to any other application and shall use commercially reasonable efforts to cause each of the insurance companies providing such coverage to make such payment directly to Lender for application as aforesaid. Except as specifically provided in subclauses (w), (x), (y) and (z) of the preceding sentence, the insurance required pursuant to such subclauses (w), (x), (y) and (z) hereof shall otherwise be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i);

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(ii) commercial general liability insurance (including liquor law liability) against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Individual Property, such insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000) in the aggregate and One Million and No/100 Dollars ($1,000,000) per occurrence (and, if on a blanket policy, containing an “Aggregate Per Location” endorsement); (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the indemnities contained in Article 8 of the Mortgages to the extent the same is available; and (D) with deductions and self-insured retentions reasonably acceptable to Lender.

(iii) business income insurance on an actual loss sustained basis for the period of restoration (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Insured Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the applicable Individual Property is repaired or replaced and full operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to one hundred percent (100%) of the projected Revenue from each Individual Property for a period of 24 months (in addition to the 12 month extended period of indemnity referred to in clause (C) above) from the date of such Casualty (assuming such Casualty had not occurred) and notwithstanding that the policy may expire at the end of such period. The amount of such business income insurance shall be determined prior to the Closing Date and at least once each year thereafter based on Borrower’s reasonable estimate of the Revenue from each Individual Property for the succeeding twenty-four (24) month period (in addition to the 12 month extended period of indemnity referred to in clause (C) above). All proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied at Lender’s sole discretion to (I) the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note or (II) operating expenses of the applicable Individual Property approved by Lender in its sole discretion; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the property and liability coverage forms do not otherwise apply, (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form, including coverage for 100% of the total construction costs (1) on a non- reporting basis,

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(2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the Individual Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v) if an Individual Property includes commercial property, worker’s compensation insurance, employers’ liability and employment practices liability with respect to any employees of Borrower, as required by any Governmental Authority or Legal Requirement and in amounts reasonably required by Lender, comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (i) above;

(vi) umbrella liability insurance in an amount not less than Two Hundred Million and No/100 Dollars ($200,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above;

(vii) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, of Fifty Million and No/100 Dollars ($50,000,000.00);

(viii) if an Individual Property is or becomes a legal “non-conforming” use, ordinance or law coverage and insurance coverage to compensate for the cost of demolition or rebuilding of the undamaged portion of the Individual Property along with any reduced value and the increased cost of construction in amounts as reasonably requested by Lender;

(ix) the commercial property and business income insurance required under Sections 6.1(a)(i) and (iii) above shall cover perils of terrorism and acts of terrorism (both Certified and Non-Certified) and Borrower shall maintain commercial property and business income insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Sections 6.1(a)(i) and (iii) above at all times during the term of the Loan; provided, however, that Borrower shall not be obligated to spend, for all insured locations per annum, more than the Terrorism Premium Limit to maintain the aforesaid insurance and, in the event that the cost of such insurance premiums (for each Individual Property, to obtain and maintain the aforesaid insurance) exceeds the Terrorism Premium Limit, in each case for each Individual Property, on a per annum basis, then Borrower shall obtain and maintain such insurance covering perils of terrorism and acts of terrorism in such maximum amounts as may be obtained for such Individual Property (covering the risks described in this paragraph (x)) upon payment of the Terrorism Premium Limit, in each case for each such Individual Property;

(x) crime coverage in an amount not less than Twenty-Five Million and No/100 Dollars to ($25,000,000) protect against employee dishonesty and related incidents; and

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(xi) upon sixty (60) days’ notice, such other reasonable insurance and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Individual Property located in or around the region in which the Individual Property is located.

(b) All insurance provided for in Section 6.1(a) shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”), and shall be subject to the approval of Lender as to insurance companies, amounts, deductibles, loss payees and insureds. The Policies shall be issued by (i) financially sound and responsible insurance companies authorized to do business in the State and having a claims paying ability rating of “A-” or better by S&P and, if rated by Moody’s, a claims paying ability rating of “A2” or better (and the equivalent thereof); provided, however, that if the insurance required to be provided pursuant to this Section 6.1 shall be obtained from a syndicate of insurers, then at least Seventy Five percent (75%) of the coverage (if there are four (4) or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five (5) or more members of the syndicate) is provided by insurers having such ratings (but in no event shall the rating of any insurer in such syndicate be less than “BBB” by S&P; provided that any insurer in the syndicate as of the Original Closing Date that is not rated by S&P can remain in the syndicate on the following conditions: (x) such insurer does not insure more than, or change its “first” or other level-of-loss position from, that in effect as of the Original Closing Date (or, with respect to Glacier Reinsurance AG only, as of the date hereof) and (y) such insurer maintains an A.M. Best rating of at least A-/X (except that the rating of Glacier Reinsurance AG may be A-/IX). The Policies described in Section 6.1(a) (other than those strictly limited to liability protection) shall designate Lender as mortgagee and loss payee. Not less than ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered by Borrower to Lender.

(c) Notwithstanding anything to the contrary contained in the immediately preceding paragraph (b), any insurance required to be maintained by Borrower under Section 6.1(a)(x) hereof covering perils and acts of terrorism may be provided by a captive insurance company (a “Captive Insurance Company”) with the prior reasonable written consent of Lender and subject to Lender’s review and approval of Policies and other documentation reasonably requested by Lender and the satisfaction of such other conditions as Lender may reasonably require provided that (and for so long as) (i) except with respect to any deductible permitted under Section 6.1(a)(x), those covered losses which are not reinsured by the federal government under TRIA and payable directly to the insured shall be reinsured by an insurance company having a claims paying ability rating of “A-” or better with S&P, (ii) all re-insurance agreements between such Captive Insurance Company and all such re-insurance companies providing the referenced re-insurance shall be reasonably acceptable to Lender, and Borrower shall cause such re-insurance agreements to provide for direct access to such re-insurers through a direct access cut-through endorsement by all named insureds, loss payees and mortgagees, (iii) such Captive Insurance Company shall not be subject to a bankruptcy or similar insolvency proceeding, (iv) such Captive Insurance Company shall be licensed in the States of Nevada, New Jersey and California (to the extent any portion of the improvements

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are located in California), to the extent required, and qualified to issue the terrorism insurance policy described in Section 6.1(a)(x) and similar terrorism insurance policies in accordance with all Legal Requirements, (v) such Captive Insurance Company shall qualify for the reinsurance and other benefits afforded insurance companies under TRIA as evidenced by a letter or written confirmation provided by the United States Department of the Treasury (it is understood that a written request for such letter has been sent and Borrower shall use its reasonable best efforts to obtain promptly a positive response thereto and, in the event Borrower is unable to obtain such letter from the Department of the Treasury, Borrower shall obtain a comfort letter addressed to Lender, reasonably acceptable to Lender, from a reputable insurance consultant reasonably acceptable to Lender, it being acknowledged that either Willis Insurance or Beecher Carlson would be acceptable to Lender, confirming that such Captive Insurance Company qualifies for reinsurance and other benefits afforded insurance companies under TRIA), (vi) no Governmental Authority shall have issued any statement, opinion, finding or decree that any insurance company which is similar to such Captive Insurance Company (i.e., an insurance company owned and/or Controlled by a Person insured under an applicable insurance policy) does not qualify for such benefits and TRIA shall be in full force and effect, (vii) Lender shall have received each of the following, each of which shall be reasonably acceptable to Lender: (1) the organizational documents of such Captive Insurance Company; (2) any regulatory agreements of such Captive Insurance Company; (3) the application for licensing in the States of Nevada, California and New Jersey for such Captive Insurance Company; (4) the form of the Policy to be used by such Captive Insurance Company to provide the insurance coverage described herein; (5) a description of the structure and amount of reserves and capitalization of such Captive Insurance Company; (viii) the Insurance Premiums payable to such Captive Insurance Company have been determined and recommended by an independent firm reasonably acceptable to Lender; (ix) the organizational documents of such Captive Insurance Company shall not be materially amended without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; and (x) except as otherwise expressly set forth in this paragraph (c), all such insurance provided by such Captive Insurance Company shall otherwise comply with all other terms and conditions of Section 6.1. Lender hereby accepts and approves Romulus Risk and Insurance Company, Inc. as a Captive Insurance Company in accordance with the program that is in effect as of the Original Closing Date (Borrower hereby confirming that the program currently administered by Romulus Risk and Insurance Company, Inc., and that is in effect on the date hereof, is unchanged from the program that was in effect on the Original Closing Date). If, in connection with any claim under the Policies, Lender shall suffer a loss as a result of (A) Captive Insurance Company’s fraud, willful misconduct, gross negligence, illegal action or the failure of Captive Insurance Company to pay any Borrower claim up to the Captive Insurance Company’s policy limits, or (B) the refusal or failure of any issuer of the re-insurance agreements and/or the United States of America to pay such issuer’s proportional share of any such claim based on any claim or set of facts relating to the organizational structure, licensing, documentation, contracts and agreements or solvency relating to the Captive Insurance Company or for any actual or alleged action or inaction of the Captive Insurance Company (any such loss being referred to as a “Captive Insurance Loss”), then Borrower shall pay (without premium or penalty) to Lender within ninety (90) days after receipt of notice of a potential shortfall from Lender an amount equal to the Captive Insurance Loss. Captive Insurance Company’s failure to comply with the requirements set forth in this subsection (c) shall be deemed prima facie evidence of a Captive Insurance Loss.

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(d) Any blanket insurance Policy (other than a blanket insurance policy for windstorm) shall specifically allocate to the Individual Property the amount of coverage from time to time required hereunder or shall otherwise provide the same protection as would a separate Policy. Furthermore it is agreed that the insurance coverage required under Section 6.1(a) may be effected under a blanket policy or policies covering the Properties and other property and assets not constituting a part of the collateralized properties;

(e) All Policies provided for or contemplated by Section 6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall name Operating Company and Borrower as the insured and Lender as the additional insured, as its interests may appear, and in the case of property damage, boiler and machinery, flood and earthquake insurance, shall contain a so-called New York standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(f) All Policies provided for in Section 6.1 shall contain clauses or endorsements to the effect that:

(i) no act or negligence of Borrower, or anyone acting for Borrower, or of any tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii) the Policies shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least thirty (30) days’ notice to Lender and any other party named therein as an additional insured;

(iii) the issuers thereof shall give notice to Lender if the Policies have not been renewed fifteen (15) days prior to its expiration; and

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(g) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder). All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Mortgages and shall bear interest at the Default Rate.

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(h) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

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Section 6.4. Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property:

(a) If the Net Proceeds from an Individual Property, or the costs of completing the Restoration of such Individual Property, are less than an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mezzanine Loan Agreements for such Individual Property as of the date hereof, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b) If the Net Proceeds from an Individual Property, or the costs of completing the Restoration of such Individual Property, are equal to or greater than an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mezzanine Loan Agreements for such Individual Property as of the date hereof, the Net Proceeds will be held by Lender and Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1 (a)(i), (iv), (vi), (ix) and (x) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), together with (in each case) interest accruing thereon, whichever the case may be.

(i) The Net Proceeds shall be made available to Borrower for Restoration upon the approval of Lender in its sole discretion that the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Net Proceeds are Insurance Proceeds, less than forty percent (40%) of the total floor area of the Improvements on the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than fifteen percent (15%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no material portion of the Improvements is located on such land;

(C) Intentionally Omitted;

(D) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation) and shall diligently pursue the same to satisfactory completion;

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii), if applicable, or (3) by other funds of Borrower;

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(F) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) three (3) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Leases, (3) such time as may be required under applicable Legal Requirements or (4) the expiration of the insurance coverage referred to in Section 6.1(a)(iii);

(G) the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;

(H) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and in compliance with all requirements set forth in the Mezzanine Loan Agreements;

(I) such Casualty or Condemnation, as applicable, does not result in the permanent loss of access to the Individual Property or the related Improvements;

(J) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender; and

(K) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration.

(ii) The Net Proceeds shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and other obligations under the Loan Documents (with all interest on such Net Proceeds being for the benefit of Borrower). The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor theretofore performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full (to the extent payment is due and payable), and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.

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(iii) (A) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior reasonable review and acceptance by Lender and the Casualty Consultant. All reasonable out-of-pocket costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.

(B) Every submission to Lender of any plans and specifications, information regarding the identity of contractors, subcontractors and materialmen engaged in the Restoration as well as the contracts under which they have been engaged, that are submitted to Lender for Lender’s approval, shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(C) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days from the receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until fifty percent (50%) of the Restoration has been completed (and five percent (5%) thereafter)). The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above

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in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the related Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month or at any time an Event of Default shall have occurred and be continuing.

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and other obligations under the Loan Documents.

(vii) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing.

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(c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender in accordance with Section 2.4.3 hereof toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper (but pro-rata among any components of the Debt), or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion.

(d) In the event of foreclosure of the Mortgage with respect to the Individual Property, or other transfer of title to the Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning the Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

VII. RESERVE FUNDS

Section 7.1. Cap Reserve Fund. (a) On the Closing Date, Borrower has deposited with Lender (or Servicer on behalf of Lender) the sum of Five Million and no/100 Dollars ($5,000,000.00) to be held as collateral for the Loan. Amounts deposited by Borrower as described in this Section 7.1 shall hereinafter be referred to as the “Cap Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “Cap Reserve Account”.

(b) Borrower shall deposit into the Cap Reserve Fund such amounts as are paid to Borrower by Counterparty in connection with the terminations and extensions of the scheduled termination date described in Section 2.2.7, and such additional monies shall constitute a part of the Cap Reserve Fund.

(c) Provided no Event of Default shall have occurred and be continuing, Lender shall make available (or direct Servicer to make available), and Borrower shall be permitted to use, all or a portion of the Cap Reserve Fund for any extension of any Interest Rate Cap Agreement or any purchase of any Replacement Interest Rate Cap Agreements by the Borrower or any interest rate cap agreement or purchase of any replacement interest rate cap agreement by any Mezzanine Borrower in each case as described in the final paragraph of Section 2.2.7.

(d) if at any time that the scheduled termination date of the Interest Rate Cap Agreement is extended to the Second Extended Maturity Date, any amounts constituting the Cap Reserve Fund on deposit in the Cap Reserve Account shall be released to Borrower, provided that no Event of Default shall have occurred and be continuing (and no “Event of Default” under and as defined in each Mezzanine Loan Agreement shall have occurred and be continuing).

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Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

(c) Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the First Mezzanine Lender or (ii) if the First Mezzanine Loan is not then outstanding but the Second Mezzanine Loan is outstanding, then to the Second Mezzanine Lender in accordance with the First Mezzanine Loan Agreement or (iii) if the First Mezzanine Loan and the Second Mezzanine Loan are not then outstanding but the Third Mezzanine Loan is outstanding, then to the Third Mezzanine Lender in accordance with the Second Mezzanine Loan Agreement or (iv) if the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan are no longer outstanding, then to the Fourth

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Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (v) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan are no longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (vi) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (vii) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (viii) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (ix) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (x) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1. FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1) (i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Borrower (or by Operating Company or Manager on behalf of Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in

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the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2. Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

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7.3.3. Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

(b) Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the First Mezzanine Lender or (ii) if the First Mezzanine Loan is not then outstanding but the Second Mezzanine Loan is outstanding, then to the Second Mezzanine Lender in accordance with the First Mezzanine Loan Agreement or (iii) if the First Mezzanine Loan and the Second Mezzanine Loan are not then outstanding but the Third Mezzanine Loan is outstanding, then to the Third Mezzanine Lender in accordance with the Second Mezzanine Loan Agreement or (iv) if the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan are no longer outstanding, then to the Fourth Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (v) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan are no longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (vi) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (vii) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (viii) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (ix) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (x) if the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied

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in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

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VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, (C) any required deposits to the Cash Management Account or the Blocked Account are not paid in full on or before the date due, or (D) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, or there shall otherwise occur a Transfer without Lender’s prior consent in each case, if the same is in violation of the provisions of this Agreement or Article 6 of the Mortgage;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, or if any Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of any Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

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(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating

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Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) if HOC, any Borrower or any IP Licensor is in default of any of its material obligations under any of any IP Licenses beyond any applicable notice and cure periods contained therein; or if any of the IP Licenses shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the prior written consent of Lender; or if any of the terms, covenants or conditions of any IP Licenses shall in any material respect be modified, changed, supplemented, altered, restated or amended without the prior written consent of Lender;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

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(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days; or

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clause (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clause (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any Individual Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality

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of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and each Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property for the satisfaction of any of the Debt in preference or priority to any other Individual Property, and Lender may seek satisfaction out of all of the Properties or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Mortgages to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Mortgages to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by one or more of the Mortgages as Lender may elect. Notwithstanding one or more partial foreclosures, the Properties shall remain subject to the Mortgages to secure payment of sums secured by the Mortgages and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (a) not increase the aggregate stated principal amount of the Loan, (b) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such

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Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (c) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (d) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

Section 8.3. Administration of Bankruptcy Claims. Borrower and Lender agree that, with respect to each Operating Lease with respect to the Properties, each Borrower hereby transfers to Lender, in the event of any proceeding involving any Operating Company under the Bankruptcy Code or any similar proceeding, all of such Borrower’s rights to (a) file any proof of such claims, (b) cast any votes relating to any claims of such Borrower against such Operating Company, as the case may be, in such proceedings, (c) collect and receive any dividends payable with respect to such claims, (d) take any action or commence any proceeding to collect such claims, (e) file any motion for relief from the stay imposed under Section 362(a) of the Bankruptcy Code or any similar statute, (f) file any motion to compel such Operating Company to assume or reject the applicable Leases under the Bankruptcy Code or any similar statute, or (g) take any other actions to collect or protect such claims. Borrower agrees that Lender shall be the sole party permitted to participate in the administration of the estate of Operating Company under any proceeding under the Bankruptcy Code or any similar statute with respect any such claims.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Mortgage or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

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IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Property through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Property to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Property, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, with the consent of the Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement and with the consent of the Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, with the consent of the Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be

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made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to any Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents).

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(d) Notwithstanding anything to the contrary contained in this Agreement (including without limitation and for purposes of clarification only, Sections 2.5.1, 2.5.2, 2.5.3 and 2.5.4 of this Agreement), with respect to any request hereunder for which the Servicer is required to analyze, review and/or evaluate releases, easements, leases, construction and/or similar items and/or request (including without limitation and for purposes of clarification only, this review to include such required review as set forth under Sections 2.5.1, 2.5.2, 2.5.3 and 2.5.4 of this Agreement), the Servicer shall be permitted to charge a reasonable fee to the Borrower in connection therewith (with the aggregate of such fees hereunder and any fees under the corresponding provisions of any Mezzanine Loan Agreement not to exceed a maximum amount of $175,000 during the term of this Agreement).

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgages or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgages and the other Loan Documents, or in the Properties, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Mortgages and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Mortgages or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under any of the Mortgages; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of any of the Assignments of Leases; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by each of the Mortgages or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Properties; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

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(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in the Mortgages concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer as required by this Agreement or the Mortgages;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Lender upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Operating Company or such Guarantor or any of the Properties or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due;

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(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement; and

(x) if any Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering any of the Properties as required by this Agreement or the Mortgages.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central

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reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in

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excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, and (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial

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information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially

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reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall

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be applied ratably to all Notes and new notes or modified notes (including in respect of any amortization payments and any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Principal, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Sections 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Mortgages,” “Description of the Mortgage Loans and Mortgaged Property,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mortgage Loan,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Borrower, Principal, Holdings, the Operating Company and the Loan and (B) such sections and such other information in the Disclosure Documents

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(to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Principal, Holdings, the Operating Company and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure

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Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

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(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Notes, the Mezzanine Notes or the terms thereof. Such New Syndications

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Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement, intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record and mortgagee of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A., as the Collateral Agent with respect to the agreements, instruments, insurance policies and certificates (including title policies and endorsements) and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement mortgagee of record and the replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement mortgagee of record and as the

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replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in a writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee) to review the Loan Documents constituting the custodial file (as set forth on the closing checklist of the Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

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(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement. Upon the replacement of the Collateral Agent,

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the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement.

(f) The Collateral Agent shall be paid an annual fee of $15,000 for its services by Borrower. For 2010, Borrower shall pay the prorated amount of such fee to Collateral Agent on the Closing Date (i.e. services from the Closing Date forward until December 31, 2010). Commencing January 2011 and annually each January thereafter, Collateral Agent shall submit its invoice for $15,000 to Borrower for payment. Borrower shall promptly pay such invoice within ten (10) Business Days of receipt.

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

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Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS WITH RESPECT TO ANY INDIVIDUAL PROPERTY (OTHER THAN PERSONAL PROPERTY) CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY (OTHER THAN PERSONAL PROPERTY) IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

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Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281
	Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255 Attention: Servicing Manager
	Facsimile No.: (704) 317-0781

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with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group
	900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281
	Attention: William McInerney Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel
	Facsimile No.: (702) 407-6418 and
	O’Melveny & Myers LLP Times Square Tower
	7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas

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Propco, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

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Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of any Individual Property in accordance with the provisions of this

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Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Individual Property (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; and (iv) the fees of Collateral Agent set forth in Section 9.12(f) hereof; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Cash Management Account or any other Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or relating to the Blocked Account or the Working Capital Account, or (iv) any third-party claims alleging that the Loan, the Operating Lease, the Operating Lease Guaranty,

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the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of any Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All

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conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deem it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66-2/3% of the aggregate principal amount of the Loan and the Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mezzanine Borrowers, then such election will also require the consent of holders of 66-2/3 of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. (a) Borrower acknowledges that the Loan was made to Borrower upon the security of the Noteholder’s collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

(b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order

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of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

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Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Borrower and the Initial Lenders and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

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(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgment and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (First Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (First Mezzanine Loan) dated as of the date hereof, among JPM, First Mezzanine Lenders and First Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement (First Mezzanine Loan) dated as of the date hereof, between the First Mezzanine Lenders and the First Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security

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Agreement (First Mezzanine Loan) dated as of the date hereof, by First Mezzanine Borrower in favor of the First Mezzanine Loan Collateral Agent for the benefit of the First Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “First Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the First Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the First Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the First Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the First Mezzanine Lenders, (Y) First Mezzanine Loan Collateral Agent is acting as the collateral agent for the First Mezzanine Lenders pursuant to Section 9.12 of the First Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to First Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the First Mezzanine Lenders. The Borrower acknowledges that the First Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of First Mezzanine Lenders and may be enforced by First Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1. No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt,

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(d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2. Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and any Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4. Events And Circumstances Not Reducing Or Discharging Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

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(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (a) the Debt, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Debt or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (d) the Debt violate applicable usury laws, (e) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (f) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (g) the Notes, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

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(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Debt or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or

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novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

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Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8, or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders or Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section), except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or interest therein post-foreclosure, together with the advisors, attorneys and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

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Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN PROPCO, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
LENDERS:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC.
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC
By:	/s/ Authorized Signatory
	Name:
	Title:

GERMAN AMERICAN CAPITAL CORPORATION
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	738,461,538.00
2.	Rio Las Vegas	$	707,692,308.00
3.	Flamingo Las Vegas	$	707,692,308.00
4.	Paris Las Vegas	$	892,307,692.00
5.	Harrah’s Atlantic City	$	713,846,154.00
6.	Harrah’s Laughlin	$	240,000,000.00

SCHEDULE II

SCHEDULE III

TAX IDENTIFICATION NUMBERS OF OPERATING COMPANY

[Redacted.]

SCHEDULE III

SCHEDULE IV

COLLECTION ACCOUNT AGREEMENTS/WORKING CAPITAL ACCOUNT AGREEMENT

(1) Amended and Restated Deposit Account Control Agreement, dated as of the date hereof, by and among Flamingo Individual Borrower, Flamingo Las Vegas Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(2) Amended and Restated Deposit Account Control Agreement, dated as of the date hereof, by and among Harrah’s AC Individual Borrower, Harrah’s Atlantic City Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(3) Amended and Restated Deposit Account Control Agreement, dated as of the date hereof, by and among Rio Individual Borrower, Rio Properties, Inc., Collateral Agent and Bank of America, N.A.

(4) Amended and Restated Restricted Account Agreement, dated as of the date hereof, by and among Harrah’s LV Individual Borrower, Harrah’s Las Vegas, Inc., Collateral Agent and Wells Fargo Bank, National Association

(5) Amended and Restated Deposit Account Control Agreement, dated as of the date hereof, by and among Paris Individual Borrower, Paris Las Vegas Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(6) Amended and Restated Restricted Account Agreement, dated as of the date hereof, by and among Harrah’s Laughlin Individual Borrower, Harrah’s Laughlin, Inc., Collateral Agent and Wells Fargo Bank, National Association

(7) Working Capital Account Agreement, dated as of the date hereof, by and among Flamingo Individual Borrower, Flamingo Las Vegas Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(8) Working Capital Account Agreement, dated as of the date hereof, by and among Harrah’s AC Individual Borrower, Harrah’s Atlantic City Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(9) Working Capital Account Agreement, dated as of the date hereof, by and among Rio Individual Borrower, Rio Properties, Inc., Collateral Agent and Bank of America, N.A.

(10) Working Capital Account Agreement, dated as of the date hereof, by and among Harrah’s LV Individual Borrower, Harrah’s Las Vegas, Inc., Collateral Agent and Bank of America, N.A.

SCHEDULE IV

(11) Working Capital Account Agreement, dated as of the date hereof, by and among Paris Individual Borrower, Paris Las Vegas Operating Company, LLC, Collateral Agent and Bank of America, N.A.

(12) Working Capital Account Agreement, dated as of the date hereof, by and among Harrah’s Laughlin Individual Borrower, Harrah’s Laughlin, Inc., Collateral Agent and Bank of America, N.A.

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

See attached.

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

RECOGNITION AGREEMENT

____________________________

(Collateral Agent, for the benefit of Lender)

- and -

____________________________

(Tenant)

________________________________________________

RECOGNITION AGREEMENT

________________________________________________

Dated:

Location:

Section:

Block:

Lot:

County:

PREPARED BY AND UPON

RECORDATION RETURN TO:

New York, New York

Attention:

Esq.

File No.:

Title No.:

NOTE: Modify formatting to reflect state-specific requirements.

SCHEDULE XII – PAGE 1

RECOGNITION AGREEMENT

THIS RECOGNITION AGREEMENT (this “Agreement”) is made as of the [            ] day of [                        ], 20[__] by and between [                        ], in its capacity as collateral agent (in such capacity, together with its successors and assigns, “Collateral Agent”) for the lenders that are (or may become) parties to the Loan Agreement (hereinafter defined) (collectively, and together with their respective successors and assigns, the “Lenders”) and [                                ], having an address at [                                ] (“Tenant”).

RECITALS:

A. Lenders made a loan to Landlord (defined below) pursuant to the provisions of that certain Second Amended and Restated Loan Agreement dated August 31, 2010, between Lenders, Collateral Agent, Landlord and certain affiliates of Landlord (such agreement, as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”). The Loan is evidenced by certain promissory notes made in favor of Lenders and secured by a certain [Mortgage] [Deed of Trust], Fixture Filing, Security Agreement and Assignment of Leases and Rents dated as of [                    ], 2008 given by Landlord in favor of JPMorgan Chase Bank, N.A. (as amended by [First Amendment] to [Mortgage] [Deed of Trust], Fixture Filing, Security Agreement and Assignment of Leases and Rents dated as of August 31, 2010, among Landlord, Collateral Agent and the Lender, the “Mortgage”), which Mortgage encumbers the fee and, if applicable, leasehold estate of Landlord in certain premises described in Exhibit A attached hereto (the “Property”);

B. Tenant occupies a portion of the Property under and pursuant to the provisions of a certain lease dated [                            ] between [                            ], as landlord (“Landlord”) and Tenant, as tenant (the “Lease”); and

C. Tenant has agreed to subordinate the Lease to the Mortgage and to the lien thereof and Lenders have agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Collateral Agent (on behalf of the Lenders) agree as follows:

1. Subordination. Tenant agrees that the Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the Mortgage and to the lien thereof and all terms, covenants and conditions set forth in the Mortgage and the Loan Agreement including, without limitation all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby with the same force and effect as if the Mortgage and Loan Agreement had been executed, delivered and (in the case of the Mortgage) recorded prior to the execution and delivery of the Lease.

SCHEDULE XII – PAGE 2

2. Non-Disturbance. Collateral Agent (on behalf of the Lenders) agrees that if any action or proceeding is commenced by Collateral Agent (on behalf of the Lenders) for the foreclosure of the Mortgage or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law; provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding shall be made subject to all rights of Tenant under the Lease except as set forth in Section 3 below, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the term of the Lease shall have commenced pursuant to the provisions thereof, (b) Tenant shall be in possession of the premises demised under the Lease, (c) the Lease shall be in full force and effect and (d) Tenant shall not be in default under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed beyond the expiration of any applicable notice or grace periods.

3. Attornment. Collateral Agent (on behalf of the Lenders) and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, and the Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, in each case prior to Transferee’s ownership of the Property, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the prior written consent of the Lenders prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

SCHEDULE XII – PAGE 3

4. Notice to Tenant. After notice is given to Tenant by Collateral Agent and/or the Lenders (or a servicer acting on behalf of the Lenders) that the Landlord is in default under the Note and the Mortgage and that the rentals under the Lease should be paid to Lenders pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lenders in connection therewith, Tenant shall thereafter pay to Lenders or as directed by the Lenders (or a servicer on behalf of the Lenders), all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lenders (or a servicer, as directed) and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. Lender’s Consent. Tenant shall not, without obtaining the prior written consent of the Lenders (or a servicer acting on behalf of the Lenders), (a) enter into any agreement amending, modifying or terminating the Lease, (b) prepay any of the rents, additional rents or other sums due under the Lease for more than one (1) month in advance of the due dates thereof, (c) voluntarily surrender the premises demised under the Lease or terminate the Lease without cause or shorten the term thereof, or (d) assign the Lease or sublet the premises demised under the Lease or any part thereof other than pursuant to the provisions of the Lease; and any such amendment, modification, termination, prepayment, voluntary surrender, assignment or subletting, without Lender’s prior consent, shall not be binding upon Lender.

6. Lender to Receive Notices. Tenant shall provide Collateral Agent with copies of all written notices sent to Landlord pursuant to the Lease simultaneously with the transmission of such notices to the Landlord. Tenant shall notify Collateral Agent of any default by Landlord under the Lease which would entitle Tenant to cancel the Lease or to an abatement of the rents, additional rents or other sums payable thereunder, and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of such an abatement shall be effective unless Collateral Agent shall have received notice of default giving rise to such cancellation or abatement and shall have failed within sixty (60) days after receipt of such notice to cure such default, or if such default cannot be cured within sixty (60) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default. Collateral Agent shall provide copies of all notices sent to it pursuant to this Section 6 to Lenders (or the servicer designated by Lenders, in a notice to Collateral Agent) promptly upon receipt of same.

SCHEDULE XII – PAGE 4

7. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Tenant:	__________________________
	__________________________
	__________________________
	Attention: _________________
	Facsimile No. _____________
If to Collateral Agent:	[                                     ]
With a copy to:	New York, New York Attention: Facsimile No.
If to the Lenders:	__________________________
	__________________________
	__________________________
	Attention: _________________
	Facsimile No. _____________

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section, the term “Business Day” shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

8. Joint and Several Liability. If Tenant consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. This Agreement shall be binding upon and inure to the benefit of Collateral Agent and Tenant and their respective successors and assigns. Each Lender shall be a third party beneficiary of this Agreement, and this Agreement shall inure to the benefit of each Lender.

9. Definitions. The term “Collateral Agent” as used herein shall include the successors and assigns of Collateral Agent and any person, party or entity which shall become the owner of the Property by reason of a foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term “Lender” as used herein shall include the successors and assigns of Lender. The term “Landlord” as used herein shall mean and include the present landlord under the Lease and such landlord’s predecessors and successors in interest under the Lease, but shall not mean or include Lender. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered by the Mortgage.

10. No Oral Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

11. Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

SCHEDULE XII – PAGE 5

12. Inapplicable Provisions. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

13. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

14. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

15. Transfer of Loan. Each Lender may sell, transfer and deliver the Note and assign the Mortgage, this Agreement and the other documents executed in connection therewith to one or more investors in the secondary mortgage market (“Investors”). In connection with such sale, each Lender may retain or assign responsibility for servicing the loan, including the Note, the Mortgage, this Agreement and the other documents executed in connection therewith, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer, on behalf of the Investors. All references to Lender herein shall refer to and include any such servicer to the extent applicable.

16. Further Acts. Tenant will, at the cost of Tenant, and without expense to Collateral Agent or any Lender, do, execute, acknowledge and deliver all and every such further acts and assurances as Lender shall, from time to time, require, for the better assuring and confirming unto Collateral Agent and each Lender the property and rights hereby intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording this Agreement, or for complying with all applicable laws.

17. Limitations on Lender’s Liability. Tenant acknowledges that Collateral Agent and each Lender is obligated only to Landlord upon the terms and subject to the conditions set forth in the Loan Agreement. In no event shall Collateral Agent or any Lender or any purchaser of the Property at foreclosure sale or any grantee of the Property named in a deed-in-lieu of foreclosure, nor any heir, legal representative, successor, or assignee of Lender or any such purchaser or grantee (collectively, the “Subsequent Landlord”) have any personal liability for the obligations of Landlord under the Lease and should the Subsequent Landlord succeed to the interests of the Landlord under the Lease, Tenant shall look only to the estate and property of any such Subsequent Landlord in the Property for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by any Subsequent Landlord as landlord under the Lease, and no other property or assets of any Subsequent Landlord shall be subject to levy, execution or other enforcement

SCHEDULE XII – PAGE 6

procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease; provided, however, that the Tenant may exercise any other right or remedy provided thereby or by law in the event of any failure by Subsequent Landlord to perform any such material obligation.

SCHEDULE XII – PAGE 7

IN WITNESS WHEREOF, Collateral Agent (on behalf of each Lender) and Tenant have duly executed this Agreement as of the date first above written.

COLLATERAL AGENT:
[                             ]
By:
	Name:
	Title:
TENANT:
_____________________________, a _________________
By:
	Name:
	Title:

The undersigned accepts and agrees to the provisions of Section 4 hereof:
LANDLORD:
______________________, a ________________________________
By:
	Name:
	Title:

SCHEDULE XII – PAGE 8

ACKNOWLEDGMENTS

[INSERT STATE SPECIFIC ACKNOWLEDGMENT]

SCHEDULE XII – PAGE 9

EXHIBIT A

LEGAL DESCRIPTION

SCHEDULE XII – PAGE 10

SCHEDULE XIII

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIII

SCHEDULE XIV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XIV

SCHEDULE XV

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XV

SCHEDULE XVI

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVI

SCHEDULE XVII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIV

DESCRIPTION OF RDE PARCELS

[Redacted.]

SCHEDULE XXXIII

SCHEDULE XXXIV

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Collateral Assignment of Rights by Flamingo Las Vegas Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of January 28, 2008.

2. Collateral Assignment of Rights by Harrah’s Atlantic City Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of February 20, 2008.

3. Collateral Assignment of Rights by Harrah’s Las Vegas Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of January 28, 2008.

4. Collateral Assignment of Rights by Harrah’s Laughlin Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of May 22, 2008.

5. Collateral Assignment of Rights by Paris Las Vegas Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of May 22, 2008.

6. Collateral Assignment of Rights by Rio Propco, LLC in favor of JPMorgan Chase Bank, N.A., dated as of January 28, 2008.

7. Deposit Account Control Agreement among Flamingo Las Vegas Propco, LLC, JPMorgan Chase Bank, N.A., Flamingo Las Vegas Operating Company, LLC and Bank of America, N.A., dated as of March 3, 2008.

8. Deposit Account Control Agreement among Harrah’s Atlantic City Propco, LLC, JPMorgan Chase Bank, N.A., Harrah’s Atlantic City Operating Company, LLC and Bank of America, N.A., dated as of March 3, 2008.

9. Deposit Account Control Agreement among Paris Las Vegas Propco, LLC, JPMorgan Chase Bank, N.A., Paris Las Vegas Operating Company, LLC and Bank of America, N.A., dated as of May 22, 2008.

10. Deposit Account Control Agreement among Rio Propco, LLC, JPMorgan Chase Bank, N.A., Rio Properties, Inc. and Bank of America, N.A., dated as of March 3, 2008.

11. Restricted Account Agreement among Harrah’s Las Vegas Propco, LLC, JPMorgan Chase Bank, N.A., Harrah’s Las Vegas, Inc. and Wells Fargo Bank, National Association, dated as of February 28, 2008.

12. Restricted Account Agreement among Harrah’s Laughlin Propco, LLC, JPMorgan Chase Bank, N.A., Harrah’s Laughlin, Inc. and Wells Fargo Bank, National Association, dated as of May 22, 2008.

13. Loan Policy of Title Insurance, Policy No. 08500348, issued by LandAmerica Lawyers Title to JPM. (Location: Harrah’s Flamingo)

SCHEDULE XXXIV

14. Loan Policy of Title Insurance, Policy No. 08501248, issued by LandAmerica Lawyers Title to JPM. (Location: Paris Las Vegas)

15. Loan Policy of Title Insurance, Policy No. 08500349, issued by LandAmerica Lawyers Title to JPM. (Location: Rio Las Vegas)

16. Loan Policy of Title Insurance, Policy No. 08500347, issued by LandAmerica Lawyers Title to JPM. (Location: Harrah’s Las Vegas)

17. Loan Policy of Title Insurance, Policy No. 07-000099, issued by LandAmerica Lawyers Title to JPM. (Location: Harrah’s Atlantic City)

18. Loan Policy of Title Insurance, Policy No. 08501247, issued by LandAmerica Lawyers Title to JPM. (Location: Laughlin)

19. Any casualty, liability and other insurance policies and certificates (delivered under the Original Loan Agreement) naming JPM as Lender, loss payee, additional insured or named insured, if any.

20. As to its rights as REF Mortgage Lender, the Windstorm Insurance Intercreditor Agreement, dated as of January 28, 2008, by and among JPM, each of the Other Owners party thereto, Holdings, Bank of America, N.A., and the Other Secured Parties party thereto. Together with any insurance policies and other documents entered into in connection therewith.

21. As to its rights as REF Mortgage Lender, the Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement, dated as of May 22, 2008, by and among Showboat Atlantic City Propco, LLC, and Holdings, in favor or JPM. Together with any insurance policies and other documents entered into in connection therewith.

22. Guaranty Agreement (Gaming Equipment), dated as of January 28, 2008, by Holdings in favor of JPM.

23. Guaranty Agreement (Gaming Equipment), dated as of February 20, 2008, by Holdings in favor of JPM.

24. Guaranty Agreement (Gaming Equipment), dated as of May 22, 2008, by Holdings in favor of JPM.

25. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, by and among Borrower and JPM.

26. Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of January 28, 2008, made by Harrah’s Las Vegas Propco, LLC to Lawyers Title of Nevada, Inc. for the benefit of JPM, as amended and assigned.

SCHEDULE XXXIV

27. Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of January 28, 2008, made by Rio Propco, LLC to Lawyers Title of Nevada, Inc. for the benefit of JPM, as amended and assigned.

28. Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of January 28, 2008, made by Flamingo Las Vegas Propco, LLC to Lawyers Title of Nevada, Inc. for the benefit of JPM, as amended and assigned.

29. Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of May 22, 2008, made by Paris Las Vegas Propco, LLC to Lawyers Title of Nevada, Inc. for the benefit of JPM, as amended and assigned.

30. Deed of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents, dated as of May 22, 2008, made by Harrah’s Laughlin Propco, LLC to Lawyers Title of Nevada, Inc. for the benefit of JPM, as amended and assigned.

31. Mortgage and Security Agreement, dated as of January 28, 2008, among Atlantic City Propco, LLC to JPM, as amended and assigned.

32. Assignment of Leases and Rents, dated as of January 28, 2008, among Harrah’s Las Vegas Propco, LLC and JPM, as amended and assigned.

33. Assignment of Leases and Rents, dated as of January 28, 2008, among Rio Propco, LLC and JPM, as amended and assigned.

34. Assignment of Leases and Rents, dated as of January 28, 2008, among Flamingo Las Vegas Propco, LLC and JPM, as amended and assigned.

35. Amendment to and Assignment of Assignment of Leases and Rents, dated as of May 22, 2008, among Paris Las Vegas Propco, LLC and JPM, as amended and assigned.

36. Assignment of Assignment of Leases and Rents, dated as of May 22, 2008, among Harrah’s Laughlin Propco, LLC and JPM, as amended and assigned.

37. Amendment to and Assignment of Assignment of Leases and Rents, dated as of January 28, 2008, among Atlantic City Propco, LLC and JPM, as amended and assigned.

SCHEDULE XXXIV

EXHIBIT A

FORM OF OPINION FROM INTEREST RATE CAP PROVIDER

[                    ], 2010

[Collateral Agent, the Lenders, and their respective successors and assigns]

Re: Harrah’s Loan Agreement and Related Transactions

Ladies and Gentlemen:

We have acted as [                    ] counsel to [                    ], a [                    ] (the “[                    ]”) in connection with the preparation, execution and delivery of the Interest Rate Protection Agreement (the “Agreement”), dated as of [                    ], 2010 (the “Trade Date”), the trade confirmation (the “Confirmation”) dated [                    ], 2010 evidencing the rate cap transactions between the Seller and Buyer entered into on the Trade Date and the Collateral Assignment of Interest Rate Protection Agreement (the “Collateral Assignment”) dated as of [                    ], 2010 by and between [                    ] (“Counterparty”) and [                    ], in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the lenders (from time to time) a party to that certain Second Amended and Restated Loan Agreement dated as of August 31, 2010 among Collateral Agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Morgan Stanley Mortgage Capital Holdings LLC and Goldman Sachs Mortgage Company (collectively, “Lender”) and the borrowers a party thereto (such Master Agreement, Confirmation and Collateral Assignment collectively, the “Rate Cap Documents”).

In our examination we have assumed the genuineness of all signatures, the legal capacity and competency of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

(a) the executed Agreement;

(b the executed Confirmation;

(c) the executed Collateral Assignment; and

(d) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

EXHIBIT A – PAGE 1

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1. the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Rate Cap Documents;

2. the execution and delivery of the Rate Cap Documents by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

3. all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Rate Cap Documents, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance;

4. the Rate Cap Documents, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its or their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); and

5. The choice of New York law to govern the Rate Cap Documents is a valid choice and would be given effect by the courts of [            ] and there are no provisions in the Rate Cap Documents that are repugnant to the laws or public policy of [            ]. If any final and conclusive judgment of a State or a Federal court in New York City is rendered against the Seller in connection with any action arising out of or relating to the Rate Cap Documents, such judgment would be recognized and enforced by the courts of [            ] without any re-trial or re-examination of the action.

This opinion is for the benefit of the addressees of this opinion and their respective successors and assigns, and their respective counsel, and may not be relied upon by you for any purpose other than in connection with the above-referenced transaction and may not be relied upon by or furnished to any other person, firm or corporation for any purpose without my/this firm’s prior written consent.

EXHIBIT A – PAGE 2

EXHIBIT B

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [            ] by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89019] (whether one or more collectively referred to as “Guarantor”), in favor of each of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “DB”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (together with its successors and assigns, “Morgan”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with JPM, BOA, Citibank, Merrill, CS, DB, Morgan and Goldman, “Lender”).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement) of Four Billion and No/100 Dollars ($4,000,000,000.00);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Mortgages and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT B – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT B – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender, at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer (on behalf of the Lender), pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT B – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

EXHIBIT B – PAGE 4

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

EXHIBIT B – PAGE 5

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender (or Collateral Agent or Servicer on behalf of Lender), or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or

EXHIBIT B – PAGE 6

uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management

EXHIBIT B – PAGE 7

agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation

EXHIBIT B – PAGE 8

or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

EXHIBIT B – PAGE 9

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive
	Las Vegas, Nevada 89019
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89019
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Janice M. Smith
	Facsimile No.: (704) 317-0781

EXHIBIT B – PAGE 10

with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender or Guarantor arising out of or relating to this Guaranty may at Lender’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

EXHIBIT B – PAGE 11

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF

EXHIBIT B – PAGE 12

PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605,

EXHIBIT B – PAGE 13

Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

5.15.3 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of California:

(i) Modifications to Loan and Loan Documents. Guarantor agrees that Lender may do any of the following without affecting the enforceability of this Guaranty or the other Loan Documents: (A) take or release additional security for any obligation in connection with the Loan Documents; (B) discharge or release (by judicial or nonjudicial foreclosure, acceptance of a deed in lieu of foreclosure or otherwise) any party or parties liable under the Loan Documents; (C) accept or make compositions or other arrangements or file or refrain from filing a claim in any bankruptcy proceeding of Borrower, any guarantor of Borrower’s obligations under the Loan Documents or any pledgor of collateral for any Person’s obligations to Lender; and (D) credit payments in such manner and order of priority to principal, interest or other obligations as Lender may determine.

Guarantor agrees that Lender’s right to enforce this Guaranty is absolute and is not contingent upon the genuineness, validity or enforceability of any of the Loan Documents. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 and agrees that Lender’s rights under this Guaranty shall be enforceable even if Borrower has no liability at the time of execution of the Loan Documents or later ceases to be liable.

Guarantor waives all benefits and defenses it may have under California Civil Code Section 2809 and agrees that Lender’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which Borrower is responsible. The enforceability of the Loan Documents against Guarantor shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Borrower’s obligations under the Loan Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any other pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan.

Guarantor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850, including, without limitation, the right to require Lender to (i) proceed against Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any other pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan, (ii) proceed against or exhaust any other security or collateral Lender may hold, or (iii) pursue any other right or remedy for Borrower’s benefit, and agree that Lender may exercise its rights under this Guaranty or may foreclose against any of the Individual Properties without taking any action against Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan, and without proceeding against or exhausting any security or collateral Lender holds.

EXHIBIT B – PAGE 14

Guarantor waives any rights or benefits it may have by reason of California Code of Civil Procedure Section 580a which could limit the amount which Lender could recover in a foreclosure of any of the Individual Properties to the difference between the amount owing under the Loan Documents and the fair value of any such Individual Property or interests sold at a nonjudicial foreclosure sale or sales of any other real property held by Lender as security for the obligations under the Loan Documents.

Guarantor, as a guarantor or surety, waives diligence and all demands, protests, presentments and notices of protest, dishonor, nonpayment and acceptance of the Loan Documents.

Guarantor waives all rights and defenses that are or may become available to the guarantor or other surety by reason of California Civil Code Sections 2787 to 2855.

(ii) Guarantor Informed of Borrower’s Condition. Guarantor acknowledges that it has had an opportunity to review the Loan Documents, the value of the security for each of the other entities comprising Borrower under the Loan Documents and the financial condition of each of the other entities comprising Borrower and the ability of such entity to satisfy its obligations to Lender. Guarantor agrees to keep itself fully informed of all aspects of the financial condition of Borrower and of the performance of Borrower to Lender and agrees that Lender has no duty to disclose to Guarantor any information pertaining to Borrower or any security for the obligations of the other entities comprising Borrower under the Loan Documents.

(iii) Waiver of Estoppel Defense. Upon Borrower’s default under the Loan Documents, Lender may elect to foreclose nonjudicially on real property given by Borrower or others as security under the Loan Documents and also to exercise its rights under this Guaranty. Guarantor acknowledges that its right to seek reimbursement from Borrower for any amounts paid by it to Lender under this Guaranty will be eliminated if Lender elects to so foreclose on Guarantor’s property. Nevertheless, Guarantor waives any such right to reimbursement and agrees that a nonjudicial foreclosure by Lender against any real property security owned by Guarantor or others will not affect the enforceability of the Loan Documents on Guarantor’s interest in any of the Individual Properties. In order to further effectuate such waiver, each Guarantor hereby agrees to waive all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to any of the Individual Properties, has destroyed its rights of subrogation and reimbursement against Borrower by the operation of Section 580d of the Code of Civil Procedure or otherwise.

(iv) Subrogation. Guarantor waives its rights under California Civil Code Sections 2847, 2848 and 2849.

EXHIBIT B – PAGE 15

(v) Confirmation of Waivers. In accordance with California Civil Code Section 2856(c), Guarantor, as guarantor, hereby makes the following waivers:

The guarantor waives all rights and defenses that the guarantor may have because the debtor’s debt is secured by real property. This means, among other things:

(A) The creditor may collect from the guarantor without first foreclosing on any other real or personal property collateral pledged by the debtor or any other person.

(B) If the creditor forecloses on any real property collateral pledged by the debtor: (1) the amount of the debt may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) the creditor may collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right the guarantor may have to collect from the debtor.

This is an unconditional and irrevocable waiver of any rights and defenses the guarantor may have because the debtor’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedures.

VI

COVENANTS

Section 6.1. Financial Reporting.

(a) Guarantor shall keep and maintain or will cause to be kept and maintained on a Fiscal Year basis proper and accurate books and records, in accordance with GAAP (or such other accounting basis acceptable to Lender), reflecting the financial affairs of Guarantor. Lender shall have the right from time to time to examine such books and records at the office of Guarantor or other Person maintaining such books and records and to make copies or extracts thereof on the same basis, and subject to the same terms and conditions on which, Lender has the right under Section 5.1.11 of the Loan Agreement to examine, copy and extract the books and records of Borrower.

(b) Guarantor shall furnish Lender all financial statements and similar items relating to Guarantor as and when, and on the same terms and conditions as, Borrower is required to furnish same with respect to Borrower under Section 5.1.11 of the Loan Agreement; it being agreed, however, that (i) Guarantor’s financial statements shall not be required to include information that is specific to the operations of Borrower (e.g., information with respect to the Properties), and (ii) wherever hereunder Guarantor is required to deliver an Officer’s Certificate by virtue of the incorporation herein of a provision of the Loan Agreement, same shall mean an Officer’s Certificate as herein defined (as opposed to an Officer’s Certificate as defined in the Loan Agreement).

Section 6.2. Financial Covenants. At all times during the term of the Loan, Guarantor shall meet the Minimum Value Test (as defined in the Loan Agreement).

EXHIBIT B – PAGE 16

Section 6.3. Dissolution. Guarantor shall not engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, or transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Guarantor except to the extent expressly permitted by the Loan Documents.

Section 6.4. Principal Place of Business. Guarantor shall not change its chief executive office or chief place of business set forth on Schedule I without first giving Lender thirty (30) days prior notice.

Section 6.5. For the avoidance of doubt, references herein to the Servicer and/or to the Collateral Agent acting on behalf of Lender or otherwise are not intended to and shall not reduce or diminish the obligations of Guarantor, or relieve Guarantor of any of its obligations under, this Guaranty (and any such references shall not diminish the rights and claims of the Lenders as the ultimate and intended beneficiaries of such obligations).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT B – PAGE 17

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a     Delaware corporation]
By:
	Name:
	Title:

EXHIBIT B – PAGE 18

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Proco, LLC, Flamingo Las Vegas Propco, LLC, Harrah’s Laughlin Propco, LLC, and Paris Las Vegas Propco, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Morgan Stanley Mortgage Capital Holdings LLC, German American Capital Corporation and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8  decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
[                             ]       as Assignor
By:
	Name:
	Title:

[                             ]       as Assignee
By:
	Name:
	Title:

Accepted:
[                             ],       as Servicer and Register
By:
	Name:
	Title:

EXHIBIT C – PAGE 3

EXHIBIT D

EBITDAM CALCULATION

EBITDAM Calculation:
	(a)	Consolidated Net Income:		______________________
	(b)	plus, the sum of the following (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom)):
		(i)	provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations)	______________________
		(ii)	Interest Expense for such period (net of interest income for such period)	______________________
		(iii)	depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits	______________________
		(iv)	any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness	______________________

EXHIBIT D – PAGE 1

(v)	restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP	______________________
(vi)	any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities	______________________
(vii)	any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period)	______________________
(viii)	management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM	______________________
(ix)	if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company	______________________

EXHIBIT D – PAGE 2

	(c)	minus, the sum of (without duplication and to the extent such amounts increased such Consolidated Net Income (and were not excluded therefrom)) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period)
	EBITDAM				______________________
Consolidated Net Income Calculation:
		(1)	Net Income on a consolidated basis, excluding, without duplication:		______________________
			(i)	any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses	______________________
			(ii)	any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations	______________________

EXHIBIT D – PAGE 3

(iii)	any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower)	______________________
(iv)	cumulative effect of a change in accounting principles during such period	______________________
(v)	effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes	______________________
(vi)	any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP	______________________
(vii)	any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights	______________________
(viii)	accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies	______________________
(ix)	non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations	______________________

EXHIBIT D – PAGE 4

	(x)	(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included	______________________
	(xi)	to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption	______________________
	(xii)	any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness	______________________
	(xiii)	non-cash charges for deferred tax asset valuation allowances	______________________
Consolidated Net Income			______________________

EXHIBIT D – PAGE 5

EXHIBIT E

EXCESS CASH FLOW CALCULATION

Excess Cash Flow Calculation:
EBITDAM of the Consolidated Entities		______________________
minus, without duplication
(a)	Consolidated Debt Service (other than, as to any debt service payable to Affiliates, prepayments of any such debt) paid during such Excess Cash Flow Period	______________________
(b)	the amount of Optional Note Purchases paid for during such Excess Cash Flow Period (other than Optional Note Purchases funded with equity contributions to a Consolidated Entity) in accordance with the Note Sales Agreement	______________________
(c)	the greater of (1) capital expenditures by the Consolidated Entities during such Excess Cash Flow Period that are paid in cash (and not financed) during such Excess Cash Flow Period and (2) the amount used to fund the FF&E Reserve Account during such Excess Cash Flow Period	______________________
(d)	Capital Expenditures that (i) a Consolidated Entity shall, during such Excess Cash Flow Period, become obligated to make in cash (and that shall not be financed), (ii) are not paid for by a Consolidated Entity during such Excess Cash Flow Period (to the extent permitted under this Agreement) and (iii) are anticipated to be paid for by a Consolidated Entity (and not financed) during, and not after, the immediately following Excess Cash Flow Period; provided, that any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period	______________________
(e)	taxes paid in cash by the Consolidated Entities on a consolidated basis or Permitted Tax Distributions made by the Consolidated Entities during such Excess Cash Flow Period or that will be paid or made during (and not after) the immediately following Excess Cash Flow Period; provided, that with respect to any such amounts to be paid after the close of such Excess Cash Flow Period, (i) any amount so deducted shall not be deducted again in a subsequent Excess Cash Flow Period, and (ii) appropriate reserves shall have been established in accordance with GAAP	______________________
(f)	amount equal to any increase in Working Capital of the Consolidated Entities for such Excess Cash Flow Period	______________________

(g)	amounts paid in cash during such Excess Cash Flow Period on account of items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDAM of the Consolidated Entities in a prior Excess Cash Flow Period	______________________
(h)	the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDAM to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or an accrual for a cash payment, by the Consolidated Entities or did not represent cash received by the Consolidated Entities, in each case on a consolidated basis during such Excess Cash Flow Period	______________________
(i)	in each case, during such Excess Cash Flow Period
	(1) amounts paid under (and in accordance with the provisions of) the Management Agreement or, prior to the effectiveness of the Management Agreement, that would be paid under the Management Agreement if it was in effect (in the aggregate)	______________________
	(2) amounts paid under (and in accordance with the provisions of) the Shared Services Agreement	______________________
	(3) the amount of any Reserve Funds deposited into any Reserve Account (other than amounts deposited in the Working Capital Account described in clause (j) below and other than amounts deposited in the FF&E Reserve Account as described in clause (c) above)	______________________
	(4) amounts reasonably anticipated by Borrower to be paid to the Second Option Noteholders (as such term is defined in the Note Sales Agreement) in respect of such Excess Cash Flow Period in accordance with the terms of the Note Sales Agreement (which amounts shall be adjusted, as appropriate, in the calculation of Excess Cash Flow for the final Excess Cash Flow Period in each fiscal year, when such amounts are capable of actual determination and, following which, such amounts are paid)	______________________

EXHIBIT E – PAGE 2

(j)	amounts (if any) deposited into the Working Capital Account during such Excess Cash Flow Period (provided, that, (i) the aggregate amount of cash that may be deposited into the Working Capital Account during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property other than to a Borrower or Mezzanine Borrower, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into the Working Capital Account, the balance in such account shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property other than to a Borrower or Mezzanine Borrower, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof))	______________________
(k)	if the Pre-Funded Deferred Purchase Price (as defined in the Note Sales Agreement) is paid pursuant to Section 2.3 of the Note Sales Agreement
	(i) for the Excess Cash Flow Period ending December 31, 2010, an amount equal to the lesser of (1) Excess Cash Flow for such period (calculated without giving effect to this clause (k)) and (2) the amount of the Pre-Funded Deferred Purchase Price paid to the Mezzanine Lenders pursuant to the terms of the Note Sales Agreement during such Excess Cash Flow Period and	______________________
	(ii) for each subsequent Excess Cash Flow Period after the Excess Cash Flow Period ending December 31, 2010 until such time as the Remaining Pre-Funded Deferred Purchase Price has been reduced to zero, an amount equal to the lesser of (1) Excess Cash Flow for such period (calculated without giving effect to this clause (k)) and (2) the amount of the Remaining Pre-Funded Deferred Purchase Price outstanding at such time	______________________
plus, without duplication of:
(l)	amount equal to any decrease in Working Capital for such Excess Cash Flow Period	______________________

EXHIBIT E – PAGE 3

(m)	to the extent any capital expenditures referred to in clause (d) above were deducted from Excess Cash Flow in the prior Excess Cash Flow Period and not made in the current Excess Cash Flow Period, the amount of such Capital Expenditures that were not so made in the current Excess Cash Flow Period, and to the extent any taxes referred to in clause (e) above were deducted from Excess Cash Flow in the prior Excess Cash Flow Period and are not paid in the current Excess Cash Flow Period, the amount of such taxes that were not so paid in the current Excess Cash Flow Period	______________________
(n)	any extraordinary or nonrecurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of (1) Net Sales Proceeds that are applied to repay the Debt or Mezzanine Loans, or (2) Net Proceeds that are applied in accordance with Section 6.4)	______________________
(o)	to the extent deducted in the computation of EBITDAM, cash interest income	______________________
(p)	the amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDAM to the extent either (i) such items represented cash received by a Consolidated Entity or (ii) such items do not represent cash paid by a Consolidated Entity, in each case on a consolidated basis during such Excess Cash Flow Period	______________________
(q)	amount of any withdrawal from the Working Capital Account during such Excess Cash Flow Period
Excess Cash Flow		______________________

EXHIBIT E – PAGE 4

EX-10.2

Exhibit 10.2

SECOND AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 1, LLC, HARRAH’S ATLANTIC CITY MEZZ 1, LLC,

RIO MEZZ 1, LLC, FLAMINGO LAS VEGAS MEZZ 1, LLC, HARRAH’S LAUGHLIN

MEZZ 1, LLC, AND PARIS LAS VEGAS MEZZ 1, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE,

CAYMAN ISLANDS BRANCH), MERRILL LYNCH MORTGAGE LENDING, INC., GOLDMAN

SACHS MORTGAGE COMPANY, BLACKSTONE SPECIAL FUNDING (IRELAND),

AND EACH OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM

TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

		Page
I DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions	3
Section 1.2	Principles of Construction	57
Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	57
II GENERAL TERMS
Section 2.1	Loan Commitment; Disbursement to Borrower	58
Section 2.2	Interest Rate	59
Section 2.3	Loan Payment	66
Section 2.4	Prepayments	68
Section 2.5	Release of Collateral	71
Section 2.6	Cash Management; Working Capital Account; Blocked Account	84
Section 2.7	Extension of the Maturity Date	88
III RESERVED
IV REPRESENTATIONS AND WARRANTIES
Section 4.1	Borrower Representations	90
Section 4.2	Survival of Representations	104
V BORROWER COVENANTS
Section 5.1	Affirmative Covenants	105
Section 5.2	Negative Covenants	106
Section 5.3	General	107
VI INSURANCE; CASUALTY; CONDEMNATION
Section 6.1	Insurance	136
Section 6.2	Casualty	137
Section 6.3	Condemnation	138
Section 6.4	Restoration	138
VII RESERVE FUNDS
Section 7.1	Intentionally Omitted	138
Section 7.2	Tax and Insurance Escrow Fund	138

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Section 7.3	FF&E Reserve Account	140
Section 7.4	Intentionally Omitted	142
Section 7.5	Intentionally Omitted	142
Section 7.6	Reserve Funds, Generally	142
Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	143
VIII DEFAULTS
Section 8.1	Event of Default	143
Section 8.2	Remedies	147
Section 8.3	Intentionally Omitted	150
Section 8.4	Costs of Collection	150
IX SPECIAL PROVISIONS
Section 9.1	Servicer	150
Section 9.2	Exculpation	152
Section 9.3	Assignments	155
Section 9.4	Participation	155
Section 9.5	Borrower’s Facilitation of Transfer	156
Section 9.6	Notice; Registration Requirement	156
Section 9.7	Registry	156
Section 9.8	Cooperation in Syndication	157
Section 9.9	Sale of Notes and Securitization	158
Section 9.10	Securitization Indemnification	160
Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	163
Section 9.12	Collateral Agent	164
X MISCELLANEOUS
Section 10.1	Survival	167
Section 10.2	Lender’s Discretion	167
Section 10.3	Governing Law	167
Section 10.4	Amendments and Waivers	168
Section 10.5	Delay Not a Waiver	169
Section 10.6	Notices	169
Section 10.7	Trial by Jury	171
Section 10.8	Headings	171
Section 10.9	Severability	171
Section 10.10	Preferences	172
Section 10.11	Waiver of Notice	172
Section 10.12	Remedies of Borrower	172
Section 10.13	Expenses; Indemnity	172
Section 10.14	Schedules Incorporated	174
Section 10.15	Offsets, Counterclaims and Defenses	174

-ii-

Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	175
Section 10.17	Conversion to LLC; Tax Elections	175
Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	176
Section 10.19	Waiver of Counterclaim	176
Section 10.20	Conflict; Construction of Documents; Reliance	176
Section 10.21	Brokers and Financial Advisors	177
Section 10.22	Prior Agreements	177
Section 10.23	Counterparts	177
Section 10.24	Intentionally Omitted	177
Section 10.25	Gaming Laws	177
Section 10.26	Certain Additional Rights of Lender (VCOC)	178
Section 10.27	Ratification of Acknowledgement and Consent	179
XI JOINT AND SEVERAL LIABILITY; WAIVERS
Section 11.1	Joint and Several Liability; Primary Obligors	179
Section 11.2	Waivers	180
Section 11.3	Other Actions Taken or Omitted	183
Section 11.4	No Release or Novation	183
Section 11.5	Intentionally Omitted	183
Section 11.6	Intentionally Omitted	183
Section 11.7	Platform; Borrower Materials	183
Section 11.8	Confidentiality	184
Section 11.9	Amendment and Restatement	186

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	Second Mezzanine Borrower
Schedule XV	–	Third Mezzanine Borrower
Schedule XVI	–	Fourth Mezzanine Borrower
Schedule XVII	–	Fifth Mezzanine Borrower

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Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	Second Mezzanine Lenders
Schedule XXVIII	–	Third Mezzanine Lenders
Schedule XXIX	–	Fourth Mezzanine Lenders
Schedule XXX	–	Fifth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED FIRST MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 1, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND), a is a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, JPM assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of JPM in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith, (ii) immediately following such Omnibus Assignment and Assumption (Initial Lenders), GACC assigned all of GACC’s right, title and interest to the Loan and to the Original Loan Agreement, original Note A-5 and certain of the other Loan Documents to BSF and (iii) contemporaneously herewith, the Initial Lenders and BSF are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and BSF under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12, as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (First Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (First Mezzanine Loan) dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral;

WHEREAS, Borrower and Lender have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, the provisions of this Agreement.

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NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a

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whole), or (iii) the Loan Documents (taken as a whole), Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement

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agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

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“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

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“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among First Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008 between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder

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other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

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(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (First Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

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“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of a (a) Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

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(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

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provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

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“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

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“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred

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Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or

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jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

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“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

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“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (First Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (First Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

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“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

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(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower or Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

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“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15,

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2010), the period commencing on the fifteenth (15^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property and the Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s

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or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender and BSF as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders and BSF, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

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“Lien” shall mean, with respect to each Individual Property and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Mortgage Borrower, any Individual Property or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as

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the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

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“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the Second Mezzanine Debt Service, (c) the Third Mezzanine Debt Service, (d) the Fourth Mezzanine Debt Service, (e) the Fifth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

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“Mezzanine Notes” shall mean, collectively, the Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Borrower Company Agreements” shall mean, collectively, (a) the Limited Liability Company Agreements of Mortgage Borrower (other than Paris Mortgage Borrower and Harrah’s Laughlin Mortgage Borrower), by each Borrower, as sole member, dated as of the Original Closing Date, and (b) the Limited Liability Company Agreements of Paris Mortgage Borrower and Harrah’s Laughlin Mortgage Borrower, respectively, by the related Borrower, as sole member, dated as of the Swap Closing Date.

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“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required

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or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents to Mortgage Lender, (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (e) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender and Mortgage Lender, and (f) the amount of any prepayments required pursuant to the Mortgage Loan Documents, and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, and Note A-8.

“Note A-1” shall mean that certain Second Amended and Restated Promissory Note A-1 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-2” shall mean that certain Second Amended and Restated Promissory Note A-2 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Bank of America, N.A. and payable to the order of Bank of America, N.A. in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Blackstone Special Funding (Ireland) and payable to the order of Blackstone Special Funding (Ireland) in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-6” shall mean that certain Second Amended and Restated Promissory Note A-6 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Merrill Lynch Mortgage Lending, Inc. and payable to the order of Merrill Lynch Mortgage Lending, Inc. in the amount of Forty Five Million Five Thousand and No/100 Dollars ($45,005,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note A-7” shall mean that certain Second Amended and Restated Promissory Note A-7 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Nine Million Nine Hundred Ninety Thousand and No/100 Dollars ($9,990,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (First Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million Nine Hundred Ninety Thousand and No/100 Dollars ($9,990,000), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (First Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (First Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

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“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

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“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 1, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 1 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

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“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

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“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender,

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and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Second Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower with respect to the Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

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“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

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(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

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“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower

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or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

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“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

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“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date. When made, the Second Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

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“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

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“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

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(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least two Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless two Independent Managers shall have participated in such vote and (ii) at least one Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an

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Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

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(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower );

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

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(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not, have any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in the Mortgage Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

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For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

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“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

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“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds

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relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

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“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3 Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower or any of the Properties, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Mortgage Borrower but not directly with respect to Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

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II. GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Note (in the aggregate principal amount of Two Hundred Ninety Million Ten Thousand and No/100 Dollars ($290,010,000)) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by

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Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2 Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall

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forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

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(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

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(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

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2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

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(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided

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no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

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Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3 Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring on September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this

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Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made

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in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

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(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Mortgage Lender in accordance with the terms of Section 2.4.3 of the Mortgage Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Second Mezzanine Lender for application in accordance with the Second Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

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(b) In the event of (i) a Transfer of any Individual Property in connection with the realization thereon following a Mortgage Loan Default, (ii) any refinancing of any Individual Property or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Second Mezzanine Lender (or to an account designated by Second Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of any Individual Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and

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including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5 Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

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(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

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2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common

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facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

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(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

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(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this

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paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A)

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of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

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(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of

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and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as

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applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

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(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

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Section 2.6 Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, neither Borrower nor Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement in all respects.

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(d) Borrower hereby agrees that in the event that the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve (or shall cause Mortgage Borrower to reserve) each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

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(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Second Mezzanine Lender or to an account designated by the Second Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

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(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower or Borrower.

(b) Borrower shall not cause or permit Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender or Mortgage Loan Collateral Agent as the secured party, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

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2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7 Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

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(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

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(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Extended Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Extended Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

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4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Mortgage Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Mortgage Borrower to control the actions of Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such

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control. Without limiting the foregoing, Borrower has sufficient control over Mortgage Borrower to cause Mortgage Borrower to (i) take any action on Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

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4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of Special Purpose Entity set forth in Section 1.1 hereof, and (c) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (and by GACC to BSF to the extent of GACC’s interest) (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders and BSF to the Collateral

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Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

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4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

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4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

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4.1.20 Insurance. Borrower (or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s or Operating Company’s business); Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

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(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

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(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non- renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the

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Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

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(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating

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Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in

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violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Borrower or Operating Company is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

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(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Borrower or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or to whether the related Mortgage Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2 Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower.

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All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1 Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Mortgage Borrower, the Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against, the Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Mortgage Borrower, the Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) neither the Collateral nor any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Mortgage

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Borrower, the Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

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5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

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5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower and Mortgage

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Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for

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more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

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(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually

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executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

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(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, Mortgage Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person.

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5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the unpaid principal amount of the Mortgage Loan, (iii) the interest rate of the Mortgage Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

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5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the

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reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE

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SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement and this Agreement, (iii) provide Lender with

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reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the

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re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION] [APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION] [CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement or Mortgage Borrower’s

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representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender,

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promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower or Mortgage Borrower to obtain Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

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(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

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(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s

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knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement.

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority

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perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s interest in the Mortgage Loan Reserve Funds, if any, until expended or applied in accordance with the Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the Mortgage Borrower Company Agreement to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the Mortgage Borrower Company Agreement (a) to cure a Mortgage Loan Default or Mortgage Loan Event of Default and (b) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents), unless Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse

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Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default or Mortgage Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties.

5.1.27 Mortgage Borrower Covenants. Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement) unless otherwise consented to in writing by Requisite Lenders.

Section 5.2 Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iii) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

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5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower or Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s or Mortgage Borrower’s business. In addition, Borrower shall not permit or cause itself or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

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(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower or the Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

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(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and all conditions set forth in the Mortgage Loan Documents relating thereto have been satisfied;

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(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

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(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Second Mezzanine Borrower (1) shall assume the Second Mezzanine Loan (if still outstanding) and all the agreements of Second Mezzanine Borrower under the Second Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Second Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Second Mezzanine Borrower or (b) at least as favorable to the Second Mezzanine Lender, as determined by the Second Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Second Mezzanine Borrower;

(xii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Second Mezzanine Borrower owned by the Third Mezzanine Borrower (1) shall assume the Third Mezzanine Loan (if still outstanding) and all the agreements of Third Mezzanine Borrower under the Third Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Second Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Third Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Third Mezzanine Borrower or (b) at least as favorable to the Third Mezzanine Lender, as determined by the Third Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Third Mezzanine Borrower;

(xiii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Third Mezzanine Borrower owned by the Fourth Mezzanine Borrower (1) shall assume the Fourth Mezzanine Loan (if still outstanding) and all the agreements of Fourth Mezzanine Borrower under the Fourth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Third Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fourth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and

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ownership structure that is (a) substantially the same as the Fourth Mezzanine Borrower or (b) at least as favorable to the Fourth Mezzanine Lender, as determined by the Fourth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fourth Mezzanine Borrower;

(xiv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fourth Mezzanine Borrower owned by the Fifth Mezzanine Borrower (1) shall assume the Fifth Mezzanine Loan (if still outstanding) and all the agreements of Fifth Mezzanine Borrower under the Fifth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fourth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fifth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fifth Mezzanine Borrower or (b) at least as favorable to the Fifth Mezzanine Lender, as determined by the Fifth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fifth Mezzanine Borrower;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fifth Mezzanine Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fifth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

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(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to this Agreement, (ii) the pledge by Second Mezzanine Borrower

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of the ownership interests in Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

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(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan (other than prepayment required under the Mortgage Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3 General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender

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with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2 Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

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Section 6.3 Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4 Restoration. Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1 Intentionally Omitted.

Section 7.2 Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such

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bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.2 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.3 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Second Mezzanine Lender or (ii) if the Second Mezzanine Loan is not then outstanding but the Third Mezzanine Loan is outstanding, then to the Third Mezzanine Lender in accordance with the Second Mezzanine Loan Agreement or (iii) if the Second Mezzanine Loan and the Third Mezzanine Loan are not then outstanding but the Fourth Mezzanine Loan is outstanding, then to the Fourth Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (iv) if the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan are no longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (v) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (vi) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (vii) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (viii) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine

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Lender in accordance with the Eighth Mezzanine Loan Agreement or (ix) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3 FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

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(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Second Mezzanine Lender or (ii) if the Second Mezzanine Loan is not then outstanding but the Third Mezzanine Loan is outstanding, then to the Third Mezzanine Lender in accordance with the Second Mezzanine Loan Agreement or (iii) if the Second Mezzanine Loan and the Third Mezzanine Loan are not then outstanding but the Fourth Mezzanine Loan is outstanding, then to the Fourth Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (iv) if the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan are no

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longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (v) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (vi) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (vii) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (viii) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (ix) if the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4 Intentionally Omitted.

Section 7.5 Intentionally Omitted.

Section 7.6 Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

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(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7 Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

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(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties or the Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower or Mortgage Borrower, or if any Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, or if any proceeding for the dissolution or liquidation of any Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be

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instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

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(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, the Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

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(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of

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the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or

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remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

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(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3 Intentionally Omitted

Section 8.4 Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1 Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

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(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

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For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2 Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully

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realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, Mortgage Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Pledge Agreement or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an

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involuntary petition against any Borrower, any Mortgage Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, such Operating Company or such Guarantor or any of the Properties, Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

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(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3 Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement, if any, and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4 Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if

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it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5 Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6 Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7 Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender

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pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8 Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

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(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9 Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

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(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, the Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Principal, the Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

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Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10 Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Mortgage Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any

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material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except

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as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

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(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11 Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form)) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

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(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12 Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insurer and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any

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Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in a writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement, if any, and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to

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release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e ) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

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X. MISCELLANEOUS

Section 10.1 Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2 Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3 Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4 Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in

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such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5 Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lenders, to Servicer on behalf of each Lender:

c/o Bank of America, N.A., as Servicer

Capital Markets Servicing Group

900 West Trade Street, Suite 650

Charlotte, North Carolina 28255

Attention: Servicing Manager

Facsimile No.: (704) 317-0781

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with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081

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with a copy to: One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418   and   O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 1, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7 Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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Section 10.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12 Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13 Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents)

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incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

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(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

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Section 10.16 No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17 Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

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Section 10.18 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties or the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19 Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

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Section 10.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24 Intentionally Omitted.

Section 10.25 Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such

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disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower or Mortgage Borrower of any other significant real property.

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The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27 Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Second Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Second Mezzanine Loan) dated as of the date hereof, among JPM, Second Mezzanine Lenders and Second Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Second Mezzanine Loan) dated as of the date hereof, between the Second Mezzanine Lenders and the Second Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan) dated as of the date hereof, by Second Mezzanine Borrower in favor of the Second Mezzanine Loan Collateral Agent for the benefit of the Second Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Second Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Second Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Second Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Second Mezzanine Lenders, (Y) Second Mezzanine Loan Collateral Agent is acting as the collateral agent for the Second Mezzanine Lenders pursuant to Section 9.12 of the Second Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Second Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Second Mezzanine Lenders. The Borrower acknowledges that the Second Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Second Mezzanine Lenders and may be enforced by Second Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1 Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

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Section 11.2 Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

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11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

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(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

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Section 11.3 Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4 No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5 Intentionally Omitted.

Section 11.6 Intentionally Omitted.

Section 11.7 Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any

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liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8 Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee

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(including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

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Section 11.9 Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 1, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

MERRILL LYNCH MORTGAGE LENDING, INC.
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND)
By: GSO Capital Partners LP, as Manager

By:	/s/ Authorized Signatory
	Name:
	Title:

COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	53,540,307.32
2.	Rio Las Vegas	$	51,309,461.46
3.	Flamingo Las Vegas	$	51,309,461.46
4.	Paris Las Vegas	$	64,694,538.54
5.	Harrah’s Atlantic City	$	51,755,631.22
6.	Harrah’s Laughlin	$	17,400,600.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XIV

SCHEDULE XV

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XV

SCHEDULE XVI

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVI

SCHEDULE XVII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

Documents Assigned to Collateral Agent

1. Amended and Restated Pledge and Security Agreement (First Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (First Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [                                         ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND) (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with JPM, BOA, Citibank, Merrill, CS, BSF and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated First Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender, at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

EXHIBIT A – PAGE 4

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management

EXHIBIT A – PAGE 7

agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation

EXHIBIT A – PAGE 8

or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

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V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

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with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

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Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of all Lenders, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF

EXHIBIT A – PAGE 12

DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the

EXHIBIT A – PAGE 13

Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

Section 5.16. References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated First Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 1, LLC, Harrah’s Atlantic City Mezz 1, LLC, Rio Mezz 1, LLC, Flamingo Las Vegas Mezz 1, LLC, Harrah’s Laughlin Mezz 1, LLC, and Paris Las Vegas Mezz 1, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland) and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C - PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C - PAGE 2

The terms set forth above are hereby agreed to: ____________________ as Assignor
By:
	Name:
	Title:
____________________ as Assignee
By:
	Name: Title:

Accepted: ____________________, as Servicer and Register
By:
	Name: Title:

EXHIBIT C - PAGE 3

EX-10.3

Exhibit 10.3

SECOND AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 2, LLC, HARRAH’S ATLANTIC CITY MEZZ 2, LLC, RIO MEZZ 2, LLC, FLAMINGO LAS VEGAS MEZZ 2, LLC, HARRAH’S LAUGHLIN MEZZ 2, LLC, AND PARIS LAS VEGAS MEZZ 2, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH), MERRILL LYNCH MORTGAGE LENDING, INC., GOLDMAN SACHS MORTGAGE COMPANY, BLACKSTONE SPECIAL FUNDING (IRELAND), AND EACH OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	3
	Section 1.2	Principles of Construction	58
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	58
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	59
	Section 2.2	Interest Rate	60
	Section 2.3	Loan Payment	67
	Section 2.4	Prepayments	69
	Section 2.5	Release of Collateral	72
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	85
	Section 2.7	Extension of the Maturity Date	90
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	92
	Section 4.2	Survival of Representations	106
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	107
	Section 5.2	Negative Covenants	129
	Section 5.3	General	139
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	139
	Section 6.2	Casualty	140
	Section 6.3	Condemnation	141
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	141
	Section 7.2	Tax and Insurance Escrow Fund	141

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	Section 7.3	FF&E Reserve Account	143
	Section 7.4	Intentionally Omitted	145
	Section 7.5	Intentionally Omitted	145
	Section 7.6	Reserve Funds, Generally	145
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	146
VIII	DEFAULTS
	Section 8.1	Event of Default	146
	Section 8.2	Remedies	150
	Section 8.3	Intentionally Omitted	153
	Section 8.4	Costs of Collection	153
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	153
	Section 9.2	Exculpation	155
	Section 9.3	Assignments	158
	Section 9.4	Participation	159
	Section 9.5	Borrower’s Facilitation of Transfer	159
	Section 9.6	Notice; Registration Requirement	160
	Section 9.7	Registry	160
	Section 9.8	Cooperation in Syndication	160
	Section 9.9	Sale of Notes and Securitization	162
	Section 9.10	Securitization Indemnification	163
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	167
	Section 9.12	Collateral Agent	167
X	MISCELLANEOUS
	Section 10.1	Survival	170
	Section 10.2	Lender’s Discretion	171
	Section 10.3	Governing Law	171
	Section 10.4	Amendments and Waivers	172
	Section 10.5	Delay Not a Waiver	173
	Section 10.6	Notices	173
	Section 10.7	Trial by Jury	175
	Section 10.8	Headings	175
	Section 10.9	Severability	175
	Section 10.10	Preferences	175
	Section 10.11	Waiver of Notice	176
	Section 10.12	Remedies of Borrower	176
	Section 10.13	Expenses; Indemnity	176
	Section 10.14	Schedules Incorporated	178
	Section 10.15	Offsets, Counterclaims and Defenses	178

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	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	178
	Section 10.17	Conversion to LLC; Tax Elections	179
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	179
	Section 10.19	Waiver of Counterclaim	180
	Section 10.20	Conflict; Construction of Documents; Reliance	180
	Section 10.21	Brokers and Financial Advisors	180
	Section 10.22	Prior Agreements	181
	Section 10.23	Counterparts	181
	Section 10.24	Intentionally Omitted	181
	Section 10.25	Gaming Laws	181
	Section 10.26	Certain Additional Rights of Lender (VCOC)	182
	Section 10.27	Ratification of Acknowledgement and Consent	182
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	183
	Section 11.2	Waivers	183
	Section 11.3	Other Actions Taken or Omitted	186
	Section 11.4	No Release or Novation	186
	Section 11.5	Intentionally Omitted	187
	Section 11.6	Intentionally Omitted	187
	Section 11.7	Platform; Borrower Materials	187
	Section 11.8	Confidentiality	188
	Section 11.9	Amendment and Restatement	189

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Third Mezzanine Borrower
Schedule XVI	–	Fourth Mezzanine Borrower

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Schedule XVII	–	Fifth Mezzanine Borrower
Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Third Mezzanine Lenders
Schedule XXIX	–	Fourth Mezzanine Lenders
Schedule XXX	–	Fifth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED SECOND MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 2, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND), a is a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith, (ii) immediately following such Omnibus Assignment and Assumption (Initial Lenders), GACC assigned all of GACC’s right, title and interest to the Loan and to the

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Original Loan Agreement, original Note A-5 and certain of the other Loan Documents to BSF and (iii) contemporaneously herewith, the Initial Lenders and BSF are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and BSF under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12, as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan) dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

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“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

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“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

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“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

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“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

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(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Second Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 28, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

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(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

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(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Second Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

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“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the

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terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

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(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

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“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

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“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

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“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

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“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire

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extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

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“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

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“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

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“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Second Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Second Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

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“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose

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bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material

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respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and

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(iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all

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Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender and BSF as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders and BSF, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer

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than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty

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thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

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“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Third Mezzanine Debt Service, (d) the Fourth Mezzanine Debt Service, (e) the Fifth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

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“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

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“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

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“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, and Note A-8.

“Note A-1” shall mean that certain Second Amended and Restated Promissory Note A-1 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-2” shall mean that certain Second Amended and Restated Promissory Note A-2 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Bank of America, N.A. and payable to the order of Bank of America, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Blackstone Special Funding (Ireland) and payable to the order of Blackstone Special Funding (Ireland) in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-6” shall mean that certain Second Amended and Restated Promissory Note A-6 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Merrill Lynch Mortgage Lending, Inc. and payable to the order of Merrill Lynch Mortgage Lending, Inc. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-7” shall mean that certain Second Amended and Restated Promissory Note A-7 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Second Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Second Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Second Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

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“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 2, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 2 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

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“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all

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applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

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“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

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“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

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“Principal” shall mean Third Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

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(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such

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Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

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“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

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“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

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“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean First Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean First Mezzanine Lender.

“Senior Mezzanine Loan” shall mean the First Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean the First Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively, as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively, as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

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“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

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“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the

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board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

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(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

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(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have ,any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in the First Mezzanine Borrower, and with respect to Principal,

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its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

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“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

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“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual

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Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

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“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or

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otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Senior Mezzanine Borrower but not directly with respect to First Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Two Hundred Sixty Five Million Eight Hundred Forty-Two Thousand Five Hundred and No/100 Dollars ($265,842,500)) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such

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amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest

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hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any

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such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice

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specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous

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payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an

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opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the

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Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial

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foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement.

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On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be

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delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

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(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from First Mezzanine Lender in accordance with the terms of Section 2.4.3 of the First Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Third Mezzanine Lender for application in accordance with the Third Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in

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this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Third Mezzanine Lender (or to an account designated by Third Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

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2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property

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(assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

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Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

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(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

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(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

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(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

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(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts

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of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

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(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

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(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all

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applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real

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property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements); and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and

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Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a)(i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this

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Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

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2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Third Mezzanine Lender or to an account designated by the Third Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan

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and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower, or Borrower.

(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

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(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Borrower Deposit Account, Blocked Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

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(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

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(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

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(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

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(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets

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is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which

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Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (and by GACC to BSF to the extent of GACC’s interest) (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders and BSF to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities,

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including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other

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Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located

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either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

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4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any

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Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company

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or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease

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have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

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4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

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(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

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4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

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(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be

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valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

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5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

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5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to

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Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). ). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.1(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.1(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross

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revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and

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be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to

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Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

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(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted

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Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party, or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification,

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and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to

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Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual

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Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security

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deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the

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date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations

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under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager. (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

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(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine

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Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

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(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence

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and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

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(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement.

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

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(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause First Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other

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Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the

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continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

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5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of

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more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in

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Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

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(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Third Mezzanine Borrower (1) shall assume the Third Mezzanine Loan (if still outstanding) and all the agreements of Third Mezzanine Borrower under the Third Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Third Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Third Mezzanine Borrower or (b) at least as favorable to the Third Mezzanine Lender, as determined by the Third Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Third Mezzanine Borrower;

(xiii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Third Mezzanine Borrower owned by the Fourth Mezzanine Borrower (1) shall assume the Fourth Mezzanine Loan (if still outstanding) and all the agreements of Fourth Mezzanine Borrower under the Fourth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Third Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fourth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fourth Mezzanine Borrower

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or (b) at least as favorable to the Fourth Mezzanine Lender, as determined by the Fourth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fourth Mezzanine Borrower;

(xiv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fourth Mezzanine Borrower owned by the Fifth Mezzanine Borrower (1) shall assume the Fifth Mezzanine Loan (if still outstanding) and all the agreements of Fifth Mezzanine Borrower under the Fifth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fourth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fifth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fifth Mezzanine Borrower or (b) at least as favorable to the Fifth Mezzanine Lender, as determined by the Fifth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fifth Mezzanine Borrower;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fifth Mezzanine Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fifth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

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(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the

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pledge by Borrower of the ownership interests in First Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

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(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to

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Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

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Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or

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insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Third Mezzanine Lender or (ii) if the Third Mezzanine Loan is not then outstanding but the Fourth Mezzanine Loan is outstanding, then to the Fourth Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (iii) if the Third Mezzanine Loan and the Fourth Mezzanine Loan are no longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (iv) if the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (v) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (vi) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (vii) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (viii) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine

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Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

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(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Third Mezzanine Lender or (ii) if the Third Mezzanine Loan is not then outstanding but the Fourth Mezzanine Loan is outstanding, then to the Fourth Mezzanine Lender in accordance with the Third Mezzanine Loan Agreement or (iii) if the Third Mezzanine Loan and the Fourth Mezzanine Loan are no longer outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (iv) if the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (v) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer

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outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (vi) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (vii) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (viii) if the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the

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applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

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(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding

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was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

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(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

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(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

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(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

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(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due

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and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization

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servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

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(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable

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against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

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(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special

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Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without

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the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement, if any, and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such

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supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of

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all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

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Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

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(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the

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Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent

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rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

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(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

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Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

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(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

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(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or

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impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10..4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

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Section 10. 5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

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If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 2825 5 Attention: Servicing Manager Facsimile No.: (704) 317-0781
and a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418 and O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

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A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 2, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement

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and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any

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other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing

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contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment

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of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

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Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

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(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Third Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Third Mezzanine Loan) dated as of the date hereof, among JPM, Third Mezzanine Lenders and Third Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Third Mezzanine Loan) dated as of the date hereof, between the Third Mezzanine Lenders and the Third Mezzanine Loan Collateral Agent, and (C) that certain Ratification of

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Amended and Restated Pledge and Security Agreement (Third Mezzanine Loan) dated as of the date hereof, by Third Mezzanine Borrower in favor of the Third Mezzanine Loan Collateral Agent for the benefit of the Third Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Third Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Third Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Third Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Third Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Third Mezzanine Lenders, (Y) Third Mezzanine Loan Collateral Agent is acting as the collateral agent for the Third Mezzanine Lenders pursuant to Section 9.12 of the Third Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Third Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Third Mezzanine Lenders. The Borrower acknowledges that the Third Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Third Mezzanine Lenders and may be enforced by Third Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other

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Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

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(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

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(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the

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parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

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Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

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Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 2, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
[Signature Pages Continue]

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

MERRILL LYNCH MORTGAGE LENDING, INC.
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND)
By: GSO Capital Partners LP, as Manager
	By:	/s/ Authorized Signatory
	Name:
	Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	49,078,615.61
2.	Rio Las Vegas	$	47,033,672.93
3.	Flamingo Las Vegas	$	47,033,672.93
4.	Paris Las Vegas	$	59,303,327.07
5.	Harrah’s Atlantic City	$	47,442,661.46
6.	Harrah’s Laughlin	$	15,950,550.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XV

SCHEDULE XVI

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVI

SCHEDULE XVII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

MORTGAGE LENDERS

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

FIRST MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

THIRD MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

FOURTH MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

FIFTH MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

SIXTH MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

SEVENTH MEZZANINE LENDERS

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Second Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [            ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND) (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with JPM, BOA, Citibank, Merrill, CS, BSF and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Second Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of the Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

EXHIBIT A – PAGE 4

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management

EXHIBIT A – PAGE 7

agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation

EXHIBIT A – PAGE 8

or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

EXHIBIT A – PAGE 9

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

EXHIBIT A – PAGE 10

with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

EXHIBIT A – PAGE 11

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF

EXHIBIT A – PAGE 12

DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the

EXHIBIT A – PAGE 13

Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

Section 5.16. References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Second Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 2, LLC, Harrah’s Atlantic City Mezz 2, LLC, Rio Mezz 2, LLC, Flamingo Las Vegas Mezz 2, LLC, Harrah’s Laughlin Mezz 2, LLC, and Paris Las Vegas Mezz 2, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland) and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
	as Assignor
By:
	Name:
	Title:
	as Assignee
By:
	Name:
	Title:

Accepted:
,
as Servicer and Register
By:
	Name:
	Title:

EXHIBIT C – PAGE 3

EX-10.4

Exhibit 10.4

SECOND AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 3, LLC, HARRAH’S ATLANTIC CITY MEZZ 3, LLC,

RIO MEZZ 3, LLC, FLAMINGO LAS VEGAS MEZZ 3, LLC, HARRAH’S LAUGHLIN

MEZZ 3, LLC, AND PARIS LAS VEGAS MEZZ 3, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN

ISLANDS BRANCH), MERRILL LYNCH MORTGAGE LENDING, INC., GOLDMAN

SACHS MORTGAGE COMPANY, BLACKSTONE SPECIAL FUNDING (IRELAND),

AND EACH OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM

TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	4
	Section 1.2	Principles of Construction	58
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	59
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	59
	Section 2.2	Interest Rate	61
	Section 2.3	Loan Payment	68
	Section 2.4	Prepayments	70
	Section 2.5	Release of Collateral	73
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
	Section 2.7	Extension of the Maturity Date	91
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	93
	Section 4.2	Survival of Representations	107
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	107
	Section 5.2	Negative Covenants	130
	Section 5.3	General	140
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	140
	Section 6.2	Casualty	141
	Section 6.3	Condemnation	141
	Section 6.4	Restoration	142
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	142
	Section 7.2	Tax and Insurance Escrow Fund	142

-i-

	Section 7.3	FF&E Reserve Account	143
	Section 7.4	Intentionally Omitted	145
	Section 7.5	Intentionally Omitted	145
	Section 7.6	Reserve Funds, Generally	145
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	146
VIII	DEFAULTS
	Section 8.1	Event of Default	147
	Section 8.2	Remedies	150
	Section 8.3	Intentionally Omitted	153
	Section 8.4	Costs of Collection	153
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	154
	Section 9.2	Exculpation	156
	Section 9.3	Assignments	159
	Section 9.4	Participation	159
	Section 9.5	Borrower’s Facilitation of Transfer	160
	Section 9.6	Notice; Registration Requirement	160
	Section 9.7	Registry	160
	Section 9.8	Cooperation in Syndication	161
	Section 9.9	Sale of Notes and Securitization	162
	Section 9.10	Securitization Indemnification	164
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	167
	Section 9.12	Collateral Agent	168
X	MISCELLANEOUS
	Section 10.1	Survival	171
	Section 10.2	Lender’s Discretion	171
	Section 10.3	Governing Law	171
	Section 10.4	Amendments and Waivers	172
	Section 10.5	Delay Not a Waiver	173
	Section 10.6	Notices	174
	Section 10.7	Trial by Jury	175
	Section 10.8	Headings	176
	Section 10.9	Severability	176
	Section 10.10	Preferences	176
	Section 10.11	Waiver of Notice	176
	Section 10.12	Remedies of Borrower	176
	Section 10.13	Expenses; Indemnity	177
	Section 10.14	Schedules Incorporated	179
	Section 10.15	Offsets, Counterclaims and Defenses	179

-ii-

	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	179
	Section 10.17	Conversion to LLC; Tax Elections	179
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	180
	Section 10.19	Waiver of Counterclaim	180
	Section 10.20	Conflict; Construction of Documents; Reliance	180
	Section 10.21	Brokers and Financial Advisors	181
	Section 10.22	Prior Agreements	181
	Section 10.23	Counterparts	181
	Section 10.24	Intentionally Omitted	181
	Section 10.25	Gaming Laws	181
	Section 10.26	Certain Additional Rights of Lender (VCOC)	182
	Section 10.27	Ratification of Acknowledgement and Consent	183
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	184
	Section 11.2	Waivers	184
	Section 11.3	Other Actions Taken or Omitted	187
	Section 11.4	No Release or Novation	187
	Section 11.5	Intentionally Omitted	187
	Section 11.6	Intentionally Omitted	187
	Section 11.7	Platform; Borrower Materials	187
	Section 11.8	Confidentiality	188
	Section 11.9	Amendment and Restatement	190

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Fourth Mezzanine Borrower

-iii-

Schedule XVII	–	Fifth Mezzanine Borrower
Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Fourth Mezzanine Lenders
Schedule XXX	–	Fifth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

-iv-

SECOND AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED THIRD MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 3, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND), a is a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

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WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith, (ii) immediately following such Omnibus Assignment and Assumption (Initial Lenders), GACC assigned all of GACC’s right, title and interest to the Loan and to the Original Loan Agreement, original Note A-5 and certain of the other Loan Documents to BSF and (iii) contemporaneously herewith, the Initial Lenders and BSF are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and BSF under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Third Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Third Mezzanine Loan) dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

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I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

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“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

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“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

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“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

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“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Third Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 28, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder

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other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

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(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Third Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

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“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

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(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

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provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

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“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

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“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents

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“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

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“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

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“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their

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respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

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“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Third Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Third Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

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“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

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“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of

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(x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

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“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

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“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

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“Lender” shall mean, as the context may require, each Initial Lender and BSF as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders and BSF, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any

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financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

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“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

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“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Fourth Mezzanine Debt Service, (e) the Fifth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

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“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

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“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a

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refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, and Note A-8.

“Note A-1” shall mean that certain Second Amended and Restated Promissory Note A-1 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-2” shall mean that certain Second Amended and Restated Promissory Note A-2 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Bank of America, N.A. and payable to the order of Bank of America, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Blackstone Special Funding (Ireland) and payable to the order of Blackstone Special Funding (Ireland) in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-6” shall mean that certain Second Amended and Restated Promissory Note A-6 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Merrill Lynch Mortgage Lending, Inc. and payable to the order of Merrill Lynch Mortgage Lending, Inc. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note A-7” shall mean that certain Second Amended and Restated Promissory Note A-7 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Third Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Third Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Third Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

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“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

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“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 3, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 3 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

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“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

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“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender,

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and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Fourth Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

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“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

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(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

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“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower

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or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

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“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

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“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower and Second Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender and Second Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan and Second Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement and the Second Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

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“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents and the Second Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

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(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

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(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

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(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

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(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Second Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

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“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

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“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or

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pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all

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meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Lender Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Second Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

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2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Two Hundred Sixty Five Million Eight Hundred Forty-Two Thousand Five Hundred and No/100 Dollars ($265,842,500)) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

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Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such

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determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

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(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

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2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the

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Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

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(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and

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(2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on

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any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that

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(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

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Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

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(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Second Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Second Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Fourth Mezzanine Lender for application in accordance with the Fourth Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect

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(each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Fourth Mezzanine Lender (or to an account designated by Fourth Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

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Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

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(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis), together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

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(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary

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prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of

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Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

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(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

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2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that

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any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

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(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

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(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing

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clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

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(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

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Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, and none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

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(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

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(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Fourth Mezzanine Lender or to an account designated by the Fourth Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

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(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account, or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash

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management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

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(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

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Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Mezzanine Loans that are not DPO Other Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

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III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its

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properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

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(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted

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Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (and by GACC to BSF to the extent of GACC’s interest) (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders and BSF to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including

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contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

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4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

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4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates,

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approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

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(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

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(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

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(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

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4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

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4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating

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Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

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(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower

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under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

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5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s,

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Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

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(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited

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to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as

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well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

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(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied

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by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

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(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs,

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damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

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(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the

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release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal

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proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

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(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in

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respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than

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such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

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(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non- compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

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(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

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(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any

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extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

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(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

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(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Second Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

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Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

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(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

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5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

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(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

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(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

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(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

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(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the

Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Fourth Mezzanine Borrower (1) shall assume the Fourth Mezzanine Loan (if still outstanding) and all the agreements of Fourth Mezzanine Borrower under the Fourth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Fourth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fourth Mezzanine Borrower or (b) at least as favorable to the Fourth Mezzanine Lender, as determined by the Fourth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fourth Mezzanine Borrower;

(xiv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fourth Mezzanine Borrower owned by the Fifth Mezzanine Borrower (1) shall assume the Fifth Mezzanine Loan (if still outstanding) and all the agreements of Fifth Mezzanine Borrower under the Fifth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fourth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Fifth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fifth Mezzanine Borrower or (b) at least as favorable to the Fifth Mezzanine Lender, as determined by the Fifth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fifth Mezzanine Borrower;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fifth Mezzanine Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still

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outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fifth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-

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remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Borrower of the ownership interests in Second Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

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Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or

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in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

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Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

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Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

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7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Fourth Mezzanine Lender or (ii) if the Fourth Mezzanine Loan is not then outstanding but the Fifth Mezzanine Loan is outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (iii) if the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (iv) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (v) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (vi) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (vii) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits

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required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to
Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

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7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Fourth Mezzanine Lender or (ii) if the Fourth Mezzanine Loan is not then outstanding but the Fifth Mezzanine Loan is outstanding, then to the Fifth Mezzanine Lender in accordance with the Fourth Mezzanine Loan Agreement or (iii) if the Fourth Mezzanine Loan and the Fifth Mezzanine Loan are no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (iv) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (v) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (vi) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (vii) if the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then

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present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would

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have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or

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against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

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(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

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(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any

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of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent

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to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender.

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All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

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IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

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(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses

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incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

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(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any

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Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

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(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement, if any, and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the

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name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to

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the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

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(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

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(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

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Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act

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(collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof,

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Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent

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misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each

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New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be

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responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the

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Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

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(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY

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AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence.

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Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

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Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:

	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
and a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343

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and a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
	and
	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 3, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.

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BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

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Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security

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given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

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Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would

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reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall

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not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

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(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

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(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fourth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fourth Mezzanine Loan) dated as of the date hereof, among JPM, Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fourth Mezzanine Loan) dated as of the date hereof, between the Fourth Mezzanine Lenders and the Fourth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan) dated as of the date hereof, by Fourth Mezzanine Borrower in favor of the Fourth Mezzanine Loan Collateral Agent for the benefit of the Fourth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fourth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fourth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fourth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fourth Mezzanine Lenders, (Y) Fourth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fourth Mezzanine Lenders pursuant to Section 9.12 of the Fourth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be

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deemed to refer to Fourth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fourth Mezzanine Lenders. The Borrower acknowledges that the Fourth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fourth Mezzanine Lenders and may be enforced by Fourth Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or

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default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate

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applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

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(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be

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clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the

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applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan

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Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-190-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 3, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

[Signature Pages Continue]

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

MERRILL LYNCH MORTGAGE LENDING, INC.
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND)
By:	GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	49,078,615.61
2.	Rio Las Vegas	$	47,033,672.93
3.	Flamingo Las Vegas	$	47,033,672.93
4.	Paris Las Vegas	$	59,303,327.07
5.	Harrah’s Atlantic City	$	47,442,661.46
6.	Harrah’s Laughlin	$	15,950,550.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVI

SCHEDULE XVII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Third Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Third Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [            ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND) (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with JPM, BOA, Citibank, Merrill, CS, BSF and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Third Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

EXHIBIT A – PAGE 4

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management

EXHIBIT A – PAGE 7

agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation

EXHIBIT A – PAGE 8

or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

EXHIBIT A – PAGE 9

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781

EXHIBIT A – PAGE 10

with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

EXHIBIT A – PAGE 11

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF

EXHIBIT A – PAGE 12

DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the

EXHIBIT A – PAGE 13

Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

Section 5.16 References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a         Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Third Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 3, LLC, Harrah’s Atlantic City Mezz 3, LLC, Rio Mezz 3, LLC, Flamingo Las Vegas Mezz 3, LLC, Harrah’s Laughlin Mezz 3, LLC, and Paris Las Vegas Mezz 3, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland) and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8  decimals, as a percentage of the Loan of all Lenders thereunder)
	$	%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
_____________________
	as Assignor
By:
	Name:
	Title:
_____________________
	as Assignee
By:
	Name:
	Title:

Accepted:

___________________,

as Servicer and Register

By:
	Name:
	Title:

EXHIBIT C – PAGE 3

EX-10.5

Exhibit 10.5

SECOND AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 4, LLC, HARRAH’S ATLANTIC CITY MEZZ 4, LLC,

RIO MEZZ 4, LLC, FLAMINGO LAS VEGAS MEZZ 4, LLC, HARRAH’S LAUGHLIN

MEZZ 4, LLC, AND PARIS LAS VEGAS MEZZ 4, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN

ISLANDS BRANCH), MERRILL LYNCH MORTGAGE LENDING, INC., GOLDMAN

SACHS MORTGAGE COMPANY, BLACKSTONE SPECIAL FUNDING (IRELAND),

AND EACH OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM

TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	4
	Section 1.2	Principles of Construction	59
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	60
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	60
	Section 2.2	Interest Rate	61
	Section 2.3	Loan Payment	69
	Section 2.4	Prepayments	70
	Section 2.5	Release of Collateral	73
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
	Section 2.7	Extension of the Maturity Date	91
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	93
	Section 4.2	Survival of Representations	108
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	108
	Section 5.2	Negative Covenants	130
	Section 5.3	General	140
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	140
	Section 6.2	Casualty	141
	Section 6.3	Condemnation	141
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	142
	Section 7.2	Tax and Insurance Escrow Fund	142

-i-

	Section 7.3	FF&E Reserve Account	143
	Section 7.4	Intentionally Omitted	145
	Section 7.5	Intentionally Omitted	145
	Section 7.6	Reserve Funds, Generally	145
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	146
VIII	DEFAULTS
	Section 8.1	Event of Default	147
	Section 8.2	Remedies	150
	Section 8.3	Intentionally Omitted	153
	Section 8.4	Costs of Collection	153
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	154
	Section 9.2	Exculpation	156
	Section 9.3	Assignments	159
	Section 9.4	Participation	159
	Section 9.5	Borrower’s Facilitation of Transfer	160
	Section 9.6	Notice; Registration Requirement	160
	Section 9.7	Registry	160
	Section 9.8	Cooperation in Syndication	161
	Section 9.9	Sale of Notes and Securitization	162
	Section 9.10	Securitization Indemnification	164
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	167
	Section 9.12	Collateral Agent	168
X	MISCELLANEOUS
	Section 10.1	Survival	171
	Section 10.2	Lender’s Discretion	171
	Section 10.3	Governing Law	171
	Section 10.4	Amendments and Waivers	172
	Section 10.5	Delay Not a Waiver	173
	Section 10.6	Notices	173
	Section 10.7	Trial by Jury	175
	Section 10.8	Headings	175
	Section 10.9	Severability	175
	Section 10.10	Preferences	176
	Section 10.11	Waiver of Notice	176
	Section 10.12	Remedies of Borrower	176
	Section 10.13	Expenses; Indemnity	176
	Section 10.14	Schedules Incorporated	178
	Section 10.15	Offsets, Counterclaims and Defenses	178

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	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	179
	Section 10.17	Conversion to LLC; Tax Elections	179
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	180
	Section 10.19	Waiver of Counterclaim	180
	Section 10.20	Conflict; Construction of Documents; Reliance	180
	Section 10.21	Brokers and Financial Advisors	181
	Section 10.22	Prior Agreements	181
	Section 10.23	Counterparts	181
	Section 10.24	Intentionally Omitted	181
	Section 10.25	Gaming Laws	181
	Section 10.26	Certain Additional Rights of Lender (VCOC)	182
	Section 10.27	Ratification of Acknowledgement and Consent	183
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	184
	Section 11.2	Waivers	184
	Section 11.3	Other Actions Taken or Omitted	187
	Section 11.4	No Release or Novation	187
	Section 11.5	Intentionally Omitted	187
	Section 11.6	Intentionally Omitted	187
	Section 11.7	Platform; Borrower Materials	187
	Section 11.8	Confidentiality	188
	Section 11.9	Amendment and Restatement	190

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower

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Schedule XVII	–	Fifth Mezzanine Borrower
Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fifth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED FOURTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 4, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND), a is a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

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WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith, (ii) immediately following such Omnibus Assignment and Assumption (Initial Lenders), GACC assigned all of GACC’s right, title and interest to the Loan and to the Original Loan Agreement, original Note A-5 and certain of the other Loan Documents to BSF and (iii) contemporaneously herewith, the Initial Lenders and BSF are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and BSF under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

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WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan) dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the

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Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

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“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or

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soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

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“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

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(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Fourth Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

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(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

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Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Fourth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

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“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the

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terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

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(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

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“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

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“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

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“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

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“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire

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extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

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“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

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“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Fourth Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Fourth Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

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“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate

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services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

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“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short

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term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender and BSF as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders and BSF, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not

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appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if

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both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fifth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

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“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

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“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

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“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, and Note A-8.

“Note A-1” shall mean that certain Second Amended and Restated Promissory Note A-1 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note A-2” shall mean that certain Second Amended and Restated Promissory Note A-2 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Bank of America, N.A. and payable to the order of Bank of America, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Blackstone Special Funding (Ireland) and payable to the order of Blackstone Special Funding (Ireland) in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-6” shall mean that certain Second Amended and Restated Promissory Note A-6 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Merrill Lynch Mortgage Lending, Inc. and payable to the order of Merrill Lynch Mortgage Lending, Inc. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-7” shall mean that certain Second Amended and Restated Promissory Note A-7 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and JPMorgan Chase Bank, N.A. and payable to the order of JPMorgan Chase Bank, N.A. in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Fourth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

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“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Fourth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Fourth Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

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“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 4, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

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“Original Tahoe Borrower” shall mean Tahoe Mezz 4 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

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“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

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“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

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“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Fifth Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

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(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to

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accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

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“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

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“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

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“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower and Third Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender and Third Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan and Third Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement and the Third Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents and the Third Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, collectively, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, individually and/or collectively as the context may require, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

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“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

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“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

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“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

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(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

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(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower) ;

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

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(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

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(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Third Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

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“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

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“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of

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law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

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“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

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Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Third Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Two Hundred Sixty Five Million Eight Hundred Forty-Two Thousand Five Hundred and No/100 Dollars ($265,842,500)) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes,

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or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

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(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected

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with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

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then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

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2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a

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Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

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(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an

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account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

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Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount

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permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

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(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Third Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Third Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Fifth Mezzanine Lender for application in accordance with the Fifth Mezzanine Loan Agreement (or to the

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Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Fifth Mezzanine Lender (or to an account designated by Fifth Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and

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other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

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(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

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Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any,

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shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

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(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have

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been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent”

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(as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

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(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE

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Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

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(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to

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have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

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(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have

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received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the

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preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a)(i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new

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accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement , Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

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(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder,

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such excess shall be remitted to the Fifth Mezzanine Lender or to an account designated by the Fifth Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

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(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time

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to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each

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Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

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4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents, and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (and by GACC to BSF to the extent of GACC’s interest) (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders and BSF to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

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4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

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4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

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4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

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4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates,

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respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

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(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the

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same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

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(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and

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will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful

activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

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4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

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(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

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Section 4.2 Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1 Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute

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a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such

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security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including

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actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

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(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary

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and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and

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be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

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(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under

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the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

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5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, , other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to

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Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

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5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall

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(i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

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(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary,

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without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable

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letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

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(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending,

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being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable

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Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

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(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any

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applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement.

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

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5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Third Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

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5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the

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continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

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(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of

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more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in

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Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

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(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Fifth Mezzanine Borrower (1) shall assume the Fifth Mezzanine Loan (if still outstanding) and all the agreements of Fifth Mezzanine Borrower under the Fifth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Fifth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Fifth Mezzanine Borrower or (b) at least as favorable to the Fifth Mezzanine Lender, as determined by the Fifth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Fifth Mezzanine Borrower;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Fifth Mezzanine Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Fifth Mezzanine Borrower, all payments thereon and all proceeds thereof

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shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

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(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Borrower of the ownership interests in Third Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

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Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

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Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

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Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

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VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

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7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Fifth Mezzanine Lender or (ii) if the Fifth Mezzanine Loan is no longer outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (iii) if the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (iv) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (v) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (vi) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

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(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

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7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Fifth Mezzanine Lender or (ii) if the Fifth Mezzanine Loan is not then outstanding but Sixth Mezzanine Loan is outstanding, then to the Sixth Mezzanine Lender in accordance with the Fifth Mezzanine Loan Agreement or (iii) if the Fifth Mezzanine Loan and the Sixth Mezzanine Loan are no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (iv) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (v) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (vi) if the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

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(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

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VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

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(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management

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agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such

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thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently,

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singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount

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of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower

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and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

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IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

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(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation,

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liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

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(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any

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Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

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Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement, if any, and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

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Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with

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respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

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(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

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(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

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Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become

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subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim

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or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

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(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement, (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they

otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

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(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees,

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agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms

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of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the

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Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject

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to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:

c/o Bank of America, N.A., as Servicer

Capital Markets Servicing Group

900 West Trade Street, Suite 650

Charlotte, North Carolina 28255

Attention: Servicing Manager

Facsimile No.: (704) 317-0781

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with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
and a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081

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with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
	and
	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 4, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents)

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incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

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(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

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Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

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Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

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Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified

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holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

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(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Fifth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Fifth Mezzanine Loan) dated as of the date hereof, among JPM, Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Fifth Mezzanine Loan) dated as of the date hereof, between the Fifth Mezzanine Lenders and the Fifth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Fifth Mezzanine Loan) dated as of the date hereof, by Fifth Mezzanine Borrower in favor of the Fifth Mezzanine Loan Collateral Agent for the benefit of the Fifth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Fifth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Fifth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Fifth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Fifth Mezzanine Lenders, (Y) Fifth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Fifth Mezzanine Lenders pursuant to Section 9.12 of the Fifth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Fifth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Fifth Mezzanine Lenders. The Borrower acknowledges that the Fifth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Fifth Mezzanine Lenders and may be enforced by Fifth Mezzanine Lenders in any proceeding at law or in equity.

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XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution,

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indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

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(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

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Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

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In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National

-188-

Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

-189-

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 4, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

[Signature Pages Continue]

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

MERRILL LYNCH MORTGAGE LENDING, INC.
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND)

By: GSO Capital Partners LP, as Manager
	By:	/s/ Authorized Signatory
		Name:
		Title:

COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	49,078,615.61
2.	Rio Las Vegas	$	47,033,672.93
3.	Flamingo Las Vegas	$	47,033,672.93
4.	Paris Las Vegas	$	59,303,327.07
5.	Harrah’s Atlantic City	$	47,442,661.46
6.	Harrah’s Laughlin	$	15,950,550.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Fourth Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [                            ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND) (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with JPM, BOA, Citibank, Merrill, CS, BSF and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Fourth Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

EXHIBIT A – PAGE 4

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

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III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management

EXHIBIT A – PAGE 7

agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation

EXHIBIT A – PAGE 8

or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

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V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

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with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

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Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF

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DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the

EXHIBIT A – PAGE 13

Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

Section 5.16. References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC.,     a Delaware corporation]
By:
	Name: Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Fourth Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 4, LLC, Harrah’s Atlantic City Mezz 4, LLC, Rio Mezz 4, LLC, Flamingo Las Vegas Mezz 4, LLC, Harrah’s Laughlin Mezz 4, LLC, and Paris Las Vegas Mezz 4, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland) and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
____________________
as Assignor
By:
	Name: Title:
____________________
as Assignee
By:
	Name: Title:

Accepted:
,
as Servicer and Register
By:
	Name: Title:

EXHIBIT C – PAGE 3

EX-10.6

Exhibit 10.6

SECOND AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 5, LLC, HARRAH’S ATLANTIC CITY MEZZ 5, LLC,

RIO MEZZ 5, LLC, FLAMINGO LAS VEGAS MEZZ 5, LLC, HARRAH’S LAUGHLIN

MEZZ 5, LLC, AND PARIS LAS VEGAS MEZZ 5, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT

SUISSE, CAYMAN ISLANDS BRANCH), GOLDMAN SACHS MORTGAGE

COMPANY, BLACKSTONE SPECIAL FUNDING (IRELAND), GERMAN AMERICAN

CAPITAL CORPORATION AND EACH OTHER LENDER THAT MAY BECOME A

PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	4
	Section 1.2	Principles of Construction	59
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	59
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	60
	Section 2.2	Interest Rate	61
	Section 2.3	Loan Payment	68
	Section 2.4	Prepayments	70
	Section 2.5	Release of Collateral	73
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
	Section 2.7	Extension of the Maturity Date	91
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	93
	Section 4.2	Survival of Representations	107
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	108
	Section 5.2	Negative Covenants	130
	Section 5.3	General	139
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	140
	Section 6.2	Casualty	140
	Section 6.3	Condemnation	141
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	141
	Section 7.2	Tax and Insurance Escrow Fund	141

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	Section 7.3	FF&E Reserve Account	143
	Section 7.4	Intentionally Omitted	145
	Section 7.5	Intentionally Omitted	145
	Section 7.6	Reserve Funds, Generally	145
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	146
VIII	DEFAULTS
	Section 8.1	Event of Default	146
	Section 8.2	Remedies	150
	Section 8.3	Intentionally Omitted	153
	Section 8.4	Costs of Collection	153
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	153
	Section 9.2	Exculpation	155
	Section 9.3	Assignments	158
	Section 9.4	Participation	159
	Section 9.5	Borrower’s Facilitation of Transfer	159
	Section 9.6	Notice; Registration Requirement	159
	Section 9.7	Registry	160
	Section 9.8	Cooperation in Syndication	160
	Section 9.9	Sale of Notes and Securitization	161
	Section 9.10	Securitization Indemnification	163
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	166
	Section 9.12	Collateral Agent	167
X	MISCELLANEOUS
	Section 10.1	Survival	170
	Section 10.2	Lender’s Discretion	170
	Section 10.3	Governing Law	171
	Section 10.4	Amendments and Waivers	172
	Section 10.5	Delay Not a Waiver	172
	Section 10.6	Notices	173
	Section 10.7	Trial by Jury	175
	Section 10.8	Headings	175
	Section 10.9	Severability	175
	Section 10.10	Preferences	175
	Section 10.11	Waiver of Notice	175
	Section 10.12	Remedies of Borrower	175
	Section 10.13	Expenses; Indemnity	176
	Section 10.14	Schedules Incorporated	178
	Section 10.15	Offsets, Counterclaims and Defenses	178

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	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	178
	Section 10.17	Conversion to LLC; Tax Elections	179
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	179
	Section 10.19	Waiver of Counterclaim	180
	Section 10.20	Conflict; Construction of Documents; Reliance	180
	Section 10.21	Brokers and Financial Advisors	180
	Section 10.22	Prior Agreements	180
	Section 10.23	Counterparts	180
	Section 10.24	Intentionally Omitted	181
	Section 10.25	Gaming Laws	181
	Section 10.26	Certain Additional Rights of Lender (VCOC)	182
	Section 10.27	Ratification of Acknowledgement and Consent	182
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	183
	Section 11.2	Waivers	183
	Section 11.3	Other Actions Taken or Omitted	186
	Section 11.4	No Release or Novation	186
	Section 11.5	Intentionally Omitted	186
	Section 11.6	Intentionally Omitted	186
	Section 11.7	Platform; Borrower Materials	187
	Section 11.8	Confidentiality	187
	Section 11.9	Amendment and Restatement	189

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower

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Schedule XVII	–	Fourth Mezzanine Borrower
Schedule XVIII	–	Sixth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fourth Mezzanine Lenders
Schedule XXXI	–	Sixth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED FIFTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 5, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), BLACKSTONE SPECIAL FUNDING (IRELAND), a is a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), GERMAN AMERICAN CAPITAL CORPORATION (together with its successors and assigns, “GACC”) and each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second

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Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

WHEREAS, Fourth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fourth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fourth Mezzanine Loan Agreement to Fourth Mezzanine Borrower (the “Original Fourth Mezzanine Loan”);

WHEREAS, Fourth Mezzanine Lender (as defined below) and Fourth Mezzanine Borrower have agreed to amend and restate the Original Fourth Mezzanine Loan Agreement (the Original Fourth Mezzanine Loan Agreement, as so amended and restated, the “Fourth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, among Fourth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fourth Mezzanine Lender in order to evidence certain changes to the Original Fourth Mezzanine Loan (the Original Fourth Mezzanine Loan, as so amended, the Fourth Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Fourth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Fourth Mezzanine Borrower;

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WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith, (ii) immediately following such Omnibus Assignment and Assumption (Initial Lenders), GACC assigned part of GACC’s right, title and interest to the Loan and to the Original Loan Agreement, original Note A-5 and certain of the other Loan Documents to BSF and (iii) contemporaneously herewith, the Initial Lenders and BSF are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and BSF under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Fifth Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Fifth Mezzanine Loan) dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

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“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

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“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

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“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

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(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Fifth Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

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“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

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(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing

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within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Fifth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

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“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

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“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

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(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

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“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to

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regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

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“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

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“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

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“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

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“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

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“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Fifth Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Fifth Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

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“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

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“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

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(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

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“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

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“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

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“Lender” shall mean, as the context may require, each Initial Lender, GACC and BSF as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders, GACC and BSF, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any

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financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

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“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

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“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fourth Mezzanine Debt Service, (f) the Sixth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

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“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

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“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a

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refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-3, Note A-4, Note A-5-1, Note A-5-2, and Note A-8.

“Note A-3” shall mean that certain Second Amended and Restated Promissory Note A-3 (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Citibank, N.A. and payable to the order of Citibank, N.A. in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,581.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,252,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

Note A-5-1” shall mean that certain Second Amended and Restated Promissory Note A-5-1 (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and German American Capital Corporation and payable to the order of German American Capital Corporation in the amount of Eighteen Million Seven Hundred Fifty Two Thousand and Eighty-Three 33/100 Dollars ($18,752,083.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5-2” shall mean that certain Second Amended and Restated Promissory Note A-5-2 (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Blackstone Special Funding (Ireland) and payable to the order of Blackstone Special Funding (Ireland) in the amount of Twenty Two Million Five Hundred Two Thousand Five Hundred and xx/100 Dollars ($22,502,500.00), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Fifth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

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“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Fifth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Fifth Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

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“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.”

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 5, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 5 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

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“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such

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other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i)

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and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact

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that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

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“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Sixth Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

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(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

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“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas

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and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

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“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

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“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

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“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower and Fourth Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender and Fourth Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan and Fourth Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement and the Fourth Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents and the Fourth Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

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“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

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“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a

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permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of

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incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

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(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

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(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Fourth Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the

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RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

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“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

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“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected

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by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain

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Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Fourth Mezzanine Borrower but not directly with respect to Senior

Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

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II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred-Fifty and 01/100 Dollars ($132,921,250.01) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event

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of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

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(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may

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become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error.

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This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread

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throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

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(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in

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this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in

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addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On

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each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

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2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

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(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Fourth Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Fourth Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Sixth Mezzanine Lender for application in accordance with the Sixth Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

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(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Sixth Mezzanine Lender (or to an account designated by Sixth Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition

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to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

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(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales

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Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

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(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

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(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary

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prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

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Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any

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fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable),

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(i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

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(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated

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access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements,

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environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

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2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

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(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

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2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Sixth Mezzanine Lender or to an account designated by the Sixth Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part

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of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

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(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

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(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

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(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

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Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

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(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification

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of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary

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course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (and by GACC to BSF a portion of GACC’s interest) (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders, GACC and BSF to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets

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do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

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4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

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4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

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(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

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(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

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(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

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(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax

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required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with,

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all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or

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the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

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(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the

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proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, or Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

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5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

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5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to

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Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross

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revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and

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be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

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(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

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(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted

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Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding

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obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

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5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents;

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(v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved;

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(iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five

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percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved

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Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

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(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any

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action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such

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Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security

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interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

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(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement.

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

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5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Fourth Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

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5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person,

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except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

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(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the

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beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

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(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

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(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) intentionally omitted;

(xv) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Sixth Mezzanine Borrower (1) shall assume the Sixth Mezzanine Loan (if still outstanding) and all the agreements of Sixth Mezzanine Borrower under the Sixth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Sixth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Sixth Mezzanine Borrower or (b) at least as favorable to the Sixth Mezzanine Lender, as determined by the Sixth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Sixth Mezzanine Borrower;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Sixth Mezzanine Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Sixth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and

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ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

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Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

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(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

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VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of

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completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay

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all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Sixth Mezzanine Lender or (ii) if the Sixth Mezzanine Loan is no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (iii) if the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (iv) if the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (v) if the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

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Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital

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Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Sixth Mezzanine Lender or (ii) if the Sixth Mezzanine Loan is no longer outstanding, then to the Seventh Mezzanine Lender in accordance with the Sixth Mezzanine Loan Agreement or (iii) if the Sixth Mezzanine Loan and the Seventh Mezzanine Loan are no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (iv) if the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (v) if the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

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Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

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(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

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(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to

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remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

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(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

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(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

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Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

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(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

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(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

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(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

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For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully

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realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

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(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

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Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement, if any, and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

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Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer,

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(b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective

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Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be

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reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

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(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure

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Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material

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fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

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(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such

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agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement

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secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collection Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

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(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all

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collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

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Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY

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AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

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Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

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and a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
and a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
	and
	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 5, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

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Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

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(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other

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Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

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(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

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Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

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Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

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Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

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Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Sixth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Sixth Mezzanine Loan) dated as of the date hereof, among JPM, Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Sixth Mezzanine Loan) dated as of the date hereof, between the Sixth Mezzanine Lenders and the Sixth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Sixth Mezzanine Loan) dated as of the date hereof, by Sixth Mezzanine Borrower in favor of the Sixth Mezzanine Loan Collateral Agent for the benefit of the Sixth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Sixth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Sixth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Sixth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as

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such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Sixth Mezzanine Lenders, (Y) Sixth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Sixth Mezzanine Lenders pursuant to Section 9.12 of the Sixth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Sixth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Sixth Mezzanine Lenders. The Borrower acknowledges that the Sixth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Sixth Mezzanine Lenders and may be enforced by Sixth Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

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11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part

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of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

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(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

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Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same

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confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

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Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 5, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
LENDER:
CITIBANK, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

GERMAN AMERICAN CAPITAL CORPORATION
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND)
By:	GSO Capital Partners LP, as Manager

By:	/s/ Authorized Signatory
	Name:
	Title:

COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	24,539,307.81
2.	Rio Las Vegas	$	23,516,836.47
3.	Flamingo Las Vegas	$	23,516,836.47
4.	Paris Las Vegas	$	29,651,663.54
5.	Harrah’s Atlantic City	$	23,721,330.73
6.	Harrah’s Laughlin	$	7,975,275.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVII

SCHEDULE XVIII

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Fifth Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Fifth Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [                                             ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GERMAN AMERICAN CAPITAL CORPORATION (together with its successors and assigns, “GACC”), BLACKSTONE SPECIAL FUNDING (IRELAND) (together with its successors and assigns, “BSF”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with Citibank, CS, BSF, GACC and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Fifth Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

EXHIBIT A – PAGE 1

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

EXHIBIT A – PAGE 4

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

EXHIBIT A – PAGE 7

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

EXHIBIT A – PAGE 8

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further

EXHIBIT A – PAGE 9

exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel
	Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square
	New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group
	900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343

EXHIBIT A – PAGE 10

with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

EXHIBIT A – PAGE 11

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

EXHIBIT A – PAGE 12

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

EXHIBIT A – PAGE 13

Section 5.16. References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC.,     a Delaware corporation]
By:
	Name: Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Fifth Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 5, LLC, Harrah’s Atlantic City Mezz 5, LLC, Rio Mezz 5, LLC, Flamingo Las Vegas Mezz 5, LLC, Harrah’s Laughlin Mezz 5, LLC, and Paris Las Vegas Mezz 5, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and Citibank, N.A., Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), German America Capital Corporation, Goldman Sachs Mortgage Company, Blackstone Special Funding (Ireland) and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
___________________
as Assignor
By:
	Name: Title:
___________________
as Assignee
By:
	Name: Title:

Accepted:
___________________,
as Servicer and Register
By:
	Name: Title:

EXHIBIT C – PAGE 3

EX-10.7

Exhibit 10.7

SECOND AMENDED AND RESTATED SIXTH MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 6, LLC, HARRAH’S ATLANTIC CITY MEZZ 6, LLC,

RIO MEZZ 6, LLC, FLAMINGO LAS VEGAS MEZZ 6, LLC, HARRAH’S LAUGHLIN

MEZZ 6, LLC, AND PARIS LAS VEGAS MEZZ 6, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN

ISLANDS BRANCH), GOLDMAN SACHS MORTGAGE COMPANY, GERMAN

AMERICAN CAPITAL CORPORATION AND EACH OTHER LENDER THAT MAY

BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

		Page
I         DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions	5
Section 1.2	Principles of Construction	59
Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	59
II       GENERAL TERMS
Section 2.1	Loan Commitment; Disbursement to Borrower	60
Section 2.2	Interest Rate	61
Section 2.3	Loan Payment	68
Section 2.4	Prepayments	70
Section 2.5	Release of Collateral	73
Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
Section 2.7	Extension of the Maturity Date	91
III      RESERVED
IV      REPRESENTATIONS AND WARRANTIES
Section 4.1	Borrower Representations	93
Section 4.2	Survival of Representations	107
V       BORROWER COVENANTS
Section 5.1	Affirmative Covenants	108
Section 5.2	Negative Covenants	130
Section 5.3	General	139
VI      INSURANCE; CASUALTY; CONDEMNATION
Section 6.1	Insurance	139
Section 6.2	Casualty	140
Section 6.3	Condemnation	140
Section 6.4	Restoration	141
VII     RESERVE FUNDS
Section 7.1	Intentionally Omitted	141
Section 7.2	Tax and Insurance Escrow Fund	141

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Section 7.3	FF&E Reserve Account	142
Section 7.4	Intentionally Omitted	144
Section 7.5	Intentionally Omitted	144
Section 7.6	Reserve Funds, Generally	144
Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	145
VIII   DEFAULTS
Section 8.1	Event of Default	146
Section 8.2	Remedies	149
Section 8.3	Intentionally Omitted	152
Section 8.4	Costs of Collection	152
IX     SPECIAL PROVISIONS
Section 9.1	Servicer	153
Section 9.2	Exculpation	155
Section 9.3	Assignments	158
Section 9.4	Participation	158
Section 9.5	Borrower’s Facilitation of Transfer	159
Section 9.6	Notice; Registration Requirement	159
Section 9.7	Registry	159
Section 9.8	Cooperation in Syndication	160
Section 9.9	Sale of Notes and Securitization	161
Section 9.10	Securitization Indemnification	163
Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	166
Section 9.12	Collateral Agent	167
X       MISCELLANEOUS
Section 10.1	Survival	170
Section 10.2	Lender’s Discretion	170
Section 10.3	Governing Law	170
Section 10.4	Amendments and Waivers	171
Section 10.5	Delay Not a Waiver	172
Section 10.6	Notices	172
Section 10.7	Trial by Jury	174
Section 10.8	Headings	174
Section 10.9	Severability	174
Section 10.10	Preferences	175
Section 10.11	Waiver of Notice	175
Section 10.12	Remedies of Borrower	175
Section 10.13	Expenses; Indemnity	175
Section 10.14	Schedules Incorporated	177
Section 10.15	Offsets, Counterclaims and Defenses	177

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Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	178
Section 10.17	Conversion to LLC; Tax Elections	178
Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	179
Section 10.19	Waiver of Counterclaim	179
Section 10.20	Conflict; Construction of Documents; Reliance	179
Section 10.21	Brokers and Financial Advisors	180
Section 10.22	Prior Agreements	180
Section 10.23	Counterparts	180
Section 10.24	Intentionally Omitted	180
Section 10.25	Gaming Laws	180
Section 10.26	Certain Additional Rights of Lender (VCOC)	181
Section 10.27	Ratification of Acknowledgement and Consent	182
XI      JOINT AND SEVERAL LIABILITY; WAIVERS
Section 11.1	Joint and Several Liability; Primary Obligors	183
Section 11.2	Waivers	183
Section 11.3	Other Actions Taken or Omitted	186
Section 11.4	No Release or Novation	186
Section 11.5	Intentionally Omitted	186
Section 11.6	Intentionally Omitted	186
Section 11.7	Platform; Borrower Materials	186
Section 11.8	Confidentiality	187
Section 11.9	Amendment and Restatement	189

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower

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Schedule XVII	–	Fourth Mezzanine Borrower
Schedule XVIII	–	Fifth Mezzanine Borrower
Schedule XIX	–	Seventh Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fourth Mezzanine Lenders
Schedule XXXI	–	Fifth Mezzanine Lenders
Schedule XXXII	–	Seventh Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

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SECOND AMENDED AND RESTATED SIXTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED SIXTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 6, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 6, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”), GERMAN AMERICAN CAPITAL CORPORATION (together with its successors and assigns, “DB”) and each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

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WHEREAS, Fourth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fourth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fourth Mezzanine Loan Agreement to Fourth Mezzanine Borrower (the “Original Fourth Mezzanine Loan”);

WHEREAS, Fourth Mezzanine Lender (as defined below) and Fourth Mezzanine Borrower have agreed to amend and restate the Original Fourth Mezzanine Loan Agreement (the Original Fourth Mezzanine Loan Agreement, as so amended and restated, the “Fourth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, among Fourth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fourth Mezzanine Lender in order to evidence certain changes to the Original Fourth Mezzanine Loan (the Original Fourth Mezzanine Loan, as so amended, the Fourth Mezzanine Loan (as defined below));

WHEREAS, Fifth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fifth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fifth Mezzanine Loan Agreement to Fifth Mezzanine Borrower (the “Original Fifth Mezzanine Loan”);

WHEREAS, Fifth Mezzanine Lender (as defined below) and Fifth Mezzanine Borrower have agreed to amend and restate the Original Fifth Mezzanine Loan Agreement (the Original Fifth Mezzanine Loan Agreement, as so amended and restated, the “Fifth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, among Fifth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fifth Mezzanine Lender in order to evidence certain changes to the Original Fifth Mezzanine Loan (the Original Fifth Mezzanine Loan, as so amended, the Fifth Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Sixth Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

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WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Fourth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, Fifth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fourth Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Fifth Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders and German American Capital Corporation, a Maryland corporation (“GACC”) (and the Initial Lenders and GACC assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith and (ii) contemporaneously herewith, the Initial Lenders and GACC are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders and GACC under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Sixth Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Sixth Mezzanine Loan), dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

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I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

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“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one 1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

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“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

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“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

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“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Sixth Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder

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other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

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(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Sixth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

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“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

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(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

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provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

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“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Sixth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

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“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

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“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

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“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

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“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

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“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

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“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Sixth Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Sixth Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

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“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

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“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of

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(x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

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“Initial Lender” shall mean Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company, German American Capital Corporation and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008 between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

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“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

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“Lender” shall mean, as the context may require, each Initial Lender and GACC as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders and GACC, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any

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financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

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“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

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“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fourth Mezzanine Debt Service, (f) the Fifth Mezzanine Debt Service, (g) the Seventh Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Seventh Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Seventh Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

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“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

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“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a

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refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-4, Note A-5, and Note A-8.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Sixth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 33/100 Dollars ($41,254,583.33), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-5” shall mean that certain Second Amended and Restated Promissory Note A-5 (Sixth Mezzanine Loan), dated as of the date hereof, executed by Borrower and German American Capital Corporation and payable to the order of German American Capital Corporation in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,252,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Sixth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Sixth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Sixth Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

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“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders and GACC, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

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“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 6, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 6 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

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“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest

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therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

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“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Seventh Mezzanine Borrower.

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“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO

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Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

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“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

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“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

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“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

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“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower and Fifth Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

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“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender and Fifth Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan and Fifth Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents and the Fifth Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

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“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

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“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the

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board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

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(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

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(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not, have any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Fifth Mezzanine Borrower, and with respect to Principal, its

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interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

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“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

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“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual

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Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

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“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or

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otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Fifth Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Ninety One Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($91,666,666.67) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such

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amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest

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hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any

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such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice

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specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous

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payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an

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opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the

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Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial

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foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement.

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On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

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2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

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(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Fifth Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Fifth Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Seventh Mezzanine Lender for application in accordance with the Seventh Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment

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made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Seventh Mezzanine Lender (or to an account designated by Seventh Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

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2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property

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(assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

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Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

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(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

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2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

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(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

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(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 Release of RDE Parcels.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

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(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

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(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

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(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all

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applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real

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property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and

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Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this

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Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

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2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Seventh Mezzanine Lender or to an account designated by the Seventh Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral

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for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Cash Management Account, Borrower Deposit Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

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(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

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(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

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(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

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(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

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(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets

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is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which

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Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders and GACC (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders and GACC to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The

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fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower,

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Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to

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serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

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4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any

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Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company

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or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease

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have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

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4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

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(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

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4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any

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Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be

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valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property

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(or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

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5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to

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Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross

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revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and

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be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

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(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

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(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the

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Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan

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Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

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5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents;

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(v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved;

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(iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five

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percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved

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Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager. (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

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(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any

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action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such

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Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security

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interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

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(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement.

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

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5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Fifth Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

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5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person,

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except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

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(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the

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beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

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(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

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(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) intentionally omitted;

(xv) intentionally omitted;

(xvi) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Seventh Mezzanine Borrower (1) shall assume the Seventh Mezzanine Loan (if still outstanding) and all the agreements of Seventh Mezzanine Borrower under the Seventh Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Seventh Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Seventh Mezzanine Borrower or (b) at least as favorable to the Seventh Mezzanine Lender, as determined by the Seventh Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Seventh Mezzanine Borrower;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Seventh Mezzanine Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Eighth Mezzanine Borrower under the Eighth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Seventh Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Eighth Mezzanine Lender on terms no less favorable than the pledge

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of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Eighth Mezzanine Borrower or (b) at least as favorable to the Eighth Mezzanine Lender, as determined by the Eighth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Eighth Mezzanine Borrower;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership

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interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

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5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

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(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public

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or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably

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determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Seventh Mezzanine Lender or (ii) if the Seventh Mezzanine Loan is no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (iii) if the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (iv) if the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the

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preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

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(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Seventh Mezzanine Lender or (ii) if the Seventh Mezzanine Loan is no longer outstanding, then to the Eighth Mezzanine Lender in accordance with the Seventh Mezzanine Loan Agreement or (iii) if the Seventh Mezzanine Loan and the Eighth Mezzanine Loan are no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (iv) if the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

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(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

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VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

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(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

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(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

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(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or

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any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan

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Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens,

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claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

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IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

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(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation,

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liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

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(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any

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Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

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Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and

such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

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Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with

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respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

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(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

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(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

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Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become

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subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim

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or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

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(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

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(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees,

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agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms

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of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the

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Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE

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OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject

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to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

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with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq., Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081

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with a copy to: One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418   and   O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 6, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents)

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incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

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(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

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Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

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Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower,

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and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless

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the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

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(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Seventh Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Seventh Mezzanine Loan) dated as of the date hereof, among JPM, Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Seventh Mezzanine Loan) dated as of the date hereof, between the Seventh Mezzanine Lenders and the Seventh Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Seventh Mezzanine Loan) dated as of the date hereof, by Seventh Mezzanine Borrower in favor of the Seventh Mezzanine Loan Collateral Agent for the benefit of the Seventh Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Seventh Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Seventh Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Seventh Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Seventh Mezzanine Lenders, (Y) Seventh Mezzanine Loan Collateral Agent is acting as the collateral agent for the Seventh Mezzanine Lenders pursuant to Section 9.12 of the Seventh Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Seventh Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Seventh Mezzanine Lenders. The Borrower acknowledges that the Seventh Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Seventh Mezzanine Lenders and may be enforced by Seventh Mezzanine Lenders in any proceeding at law or in equity.

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XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

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11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of

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the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

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(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

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In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing

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party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, , together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

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Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 6, LLC,
a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

LENDER:
CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH (f/k/a CREDIT SUISSE,
CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL       CORPORATION
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE
COMPANY
By: Goldman Sachs Real Estate Funding Corp.,         its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:

COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	16,923,077.00
2.	Rio Las Vegas	$	16,217,948.67
3.	Flamingo Las Vegas	$	16,217,948.67
4.	Paris Las Vegas	$	20,448,718.00
5.	Harrah’s Atlantic City	$	16,358,974.33
6.	Harrah’s Laughlin	$	5,500,000.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVII

SCHEDULE XVIII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVIII

SCHEDULE XIX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Sixth Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (SixthMezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [            ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GERMAN AMERICAN CAPITAL CORPORATION (together with its successors and assigns, “DB”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with CS, DB and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Sixth Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

EXHIBIT A – PAGE 4

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

EXHIBIT A – PAGE 7

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

EXHIBIT A – PAGE 8

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further

EXHIBIT A – PAGE 9

exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343

EXHIBIT A – PAGE 10

with a copy to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

EXHIBIT A – PAGE 11

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

EXHIBIT A – PAGE 12

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

EXHIBIT A – PAGE 13

Section 5.16. References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Sixth Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 6, LLC, Harrah’s Atlantic City Mezz 6, LLC, Rio Mezz 6, LLC, Flamingo Las Vegas Mezz 6, LLC, Harrah’s Laughlin Mezz 6, LLC, and Paris Las Vegas Mezz 6, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company, German American Capital Corporation and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C - PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C - PAGE 2

The terms set forth above are hereby agreed to:
____________________
as Assignor
By:
	Name:
	Title:
____________________
as Assignee
By:
	Name:
	Title:

Accepted:
,
as Servicer and Register
By:
	Name:
	Title:

EXHIBIT C - PAGE 3

EX-10.8

Exhibit 10.8

SECOND AMENDED AND RESTATED SEVENTH MEZZANINE LOAN

AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 7, LLC, HARRAH’S ATLANTIC CITY MEZZ 7, LLC,

RIO MEZZ 7, LLC, FLAMINGO LAS VEGAS MEZZ 7, LLC, HARRAH’S LAUGHLIN

MEZZ 7, LLC, AND PARIS LAS VEGAS MEZZ 7, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN

ISLANDS BRANCH), GOLDMAN SACHS MORTGAGE COMPANY AND EACH

OTHER LENDER THAT MAY BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	5
	Section 1.2	Principles of Construction	59
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	60
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	60
	Section 2.2	Interest Rate	61
	Section 2.3	Loan Payment	69
	Section 2.4	Prepayments	70
	Section 2.5	Release of Collateral	73
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
	Section 2.7	Extension of the Maturity Date	91
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	93
	Section 4.2	Survival of Representations	108
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	108
	Section 5.2	Negative Covenants	130
	Section 5.3	General	139
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	139
	Section 6.2	Casualty	140
	Section 6.3	Condemnation	140
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	141
	Section 7.2	Tax and Insurance Escrow Fund	141

-i-

	Section 7.3	FF&E Reserve Account	142
	Section 7.4	Intentionally Omitted	144
	Section 7.5	Intentionally Omitted	144
	Section 7.6	Reserve Funds, Generally	144
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	145
VIII	DEFAULTS
	Section 8.1	Event of Default	145
	Section 8.2	Remedies	149
	Section 8.3	Intentionally Omitted	152
	Section 8.4	Costs of Collection	152
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	152
	Section 9.2	Exculpation	154
	Section 9.3	Assignments	157
	Section 9.4	Participation	158
	Section 9.5	Borrower’s Facilitation of Transfer	158
	Section 9.6	Notice; Registration Requirement	159
	Section 9.7	Registry	159
	Section 9.8	Cooperation in Syndication	159
	Section 9.9	Sale of Notes and Securitization	161
	Section 9.10	Securitization Indemnification	162
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	166
	Section 9.12	Collateral Agent	166
X	MISCELLANEOUS
	Section 10.1	Survival	169
	Section 10.2	Lender’s Discretion	170
	Section 10.3	Governing Law	170
	Section 10.4	Amendments and Waivers	171
	Section 10.5	Delay Not a Waiver	172
	Section 10.6	Notices	172
	Section 10.7	Trial by Jury	174
	Section 10.8	Headings	174
	Section 10.9	Severability	174
	Section 10.10	Preferences	174
	Section 10.11	Waiver of Notice	175
	Section 10.12	Remedies of Borrower	175
	Section 10.13	Expenses; Indemnity	175
	Section 10.14	Schedules Incorporated	177
	Section 10.15	Offsets, Counterclaims and Defenses	177

-ii-

	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	177
	Section 10.17	Conversion to LLC; Tax Elections	178
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	178
	Section 10.19	Waiver of Counterclaim	179
	Section 10.20	Conflict; Construction of Documents; Reliance	179
	Section 10.21	Brokers and Financial Advisors	179
	Section 10.22	Prior Agreements	180
	Section 10.23	Counterparts	180
	Section 10.24	Intentionally Omitted	180
	Section 10.25	Gaming Laws	180
	Section 10.26	Certain Additional Rights of Lender (VCOC)	181
	Section 10.27	Ratification of Acknowledgement and Consent	181
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	182
	Section 11.2	Waivers	182
	Section 11.3	Other Actions Taken or Omitted	185
	Section 11.4	No Release or Novation	186
	Section 11.5	Intentionally Omitted	186
	Section 11.6	Intentionally Omitted	186
	Section 11.7	Platform; Borrower Materials	186
	Section 11.8	Confidentiality	187
	Section 11.9	Amendment and Restatement	188

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower

-iii-

Schedule XVII	–	Fourth Mezzanine Borrower
Schedule XVIII	–	Fifth Mezzanine Borrower
Schedule XIX	–	Sixth Mezzanine Borrower
Schedule XX	–	Eighth Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fourth Mezzanine Lenders
Schedule XXXI	–	Fifth Mezzanine Lenders
Schedule XXXII	–	Sixth Mezzanine Lenders
Schedule XXXIII	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

-iv-

SECOND AMENDED AND RESTATED SEVENTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED SEVENTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 7, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

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WHEREAS, Fourth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fourth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fourth Mezzanine Loan Agreement to Fourth Mezzanine Borrower (the “Original Fourth Mezzanine Loan”);

WHEREAS, Fourth Mezzanine Lender (as defined below) and Fourth Mezzanine Borrower have agreed to amend and restate the Original Fourth Mezzanine Loan Agreement (the Original Fourth Mezzanine Loan Agreement, as so amended and restated, the “Fourth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, among Fourth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fourth Mezzanine Lender in order to evidence certain changes to the Original Fourth Mezzanine Loan (the Original Fourth Mezzanine Loan, as so amended, the Fourth Mezzanine Loan (as defined below));

WHEREAS, Fifth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fifth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fifth Mezzanine Loan Agreement to Fifth Mezzanine Borrower (the “Original Fifth Mezzanine Loan”);

WHEREAS, Fifth Mezzanine Lender (as defined below) and Fifth Mezzanine Borrower have agreed to amend and restate the Original Fifth Mezzanine Loan Agreement (the Original Fifth Mezzanine Loan Agreement, as so amended and restated, the “Fifth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, among Fifth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fifth Mezzanine Lender in order to evidence certain changes to the Original Fifth Mezzanine Loan (the Original Fifth Mezzanine Loan, as so amended, the Fifth Mezzanine Loan (as defined below));

WHEREAS, Sixth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Sixth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Sixth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Sixth Mezzanine Loan Agreement to Sixth Mezzanine Borrower (the “Original Sixth Mezzanine Loan”);

WHEREAS, Sixth Mezzanine Lender (as defined below) and Sixth Mezzanine Borrower have agreed to amend and restate the Original Sixth Mezzanine Loan Agreement (the Original Sixth Mezzanine Loan Agreement, as so amended and restated, the “Sixth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, among Sixth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Sixth Mezzanine Lender in order to evidence certain changes to the Original Sixth Mezzanine Loan (the Original Sixth Mezzanine Loan, as so amended, the Sixth Mezzanine Loan (as defined below));

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WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Seventh Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Fourth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, Fifth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fourth Mezzanine Borrower;

WHEREAS, Sixth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fifth Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Sixth Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders (and the Initial Lenders assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith and (ii) contemporaneously herewith, the Initial Lenders are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

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WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Seventh Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Seventh Mezzanine Loan), dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole),

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Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its

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Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any

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similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

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(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan, which as of the date hereof shall mean that certain Agreement Among Seventh Mezzanine Noteholders dated as of the date hereof between Lender and Bank of America, N.A., as Servicer, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the one dated the date hereof).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

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“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

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(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Seventh Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as

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defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

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“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

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(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

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“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Seventh Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

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“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

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“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein)

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and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license,

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qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

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“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Seventh Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Seventh Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities,

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restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

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(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease

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Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean Credit Suisse AG, Cayman Islands Branch, Goldman Sachs Mortgage Company, and each Affiliate of each such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which

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are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming

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Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a

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one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

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“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

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“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fourth Mezzanine Debt Service, (f) the Fifth Mezzanine Debt Service, (g) the Sixth Mezzanine Debt Service, (h) the Eighth Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Eighth Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

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“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Eighth Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or

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liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

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“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean, individually or collectively as the context may require, Note A-4 and Note A-8.

“Note A-4” shall mean that certain Second Amended and Restated Promissory Note A-4 (Seventh Mezzanine Loan), dated as of the date hereof, executed by Borrower and Credit Suisse AG, Cayman Islands Branch and payable to the order of Credit Suisse AG, Cayman Islands Branch in the amount of Forty One Million Two Hundred Fifty Four Thousand Five Hundred Eighty-Three and 34/100 Dollars ($41,254,583.34), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Seventh Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance

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Agreement (Seventh Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Seventh Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

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“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 7, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 7 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

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“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured,

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(ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests

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held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

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“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

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“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Eighth Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

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(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such

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Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

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“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

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“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

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“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower and Sixth Mezzanine Borrower.

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“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender and Sixth Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan and Sixth Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents and the Sixth Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

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“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

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“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

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(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

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(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

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(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

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(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Sixth Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

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“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

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“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of

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law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

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“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mortgage Loan Agreement, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

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Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Sixth Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Fifty Million Four Hundred Twelve Thousand Eighty-Three and 34/100 Dollars ($50,412,083.34) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net

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Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

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(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected

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with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

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then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

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2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

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(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

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(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an

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account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

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Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount

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permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

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(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Sixth Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Sixth Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Eighth Mezzanine Lender for application in accordance with the Eighth Mezzanine Loan Agreement (or

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to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Eighth Mezzanine Lender (or to an account designated by Eighth Mezzanine Lender (or to the Mezzanine Lender for the next most senior Mezzanine Loan after the Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan) (or to an account designated by such lender)). Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and

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other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

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(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

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Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any,

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shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

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(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have

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been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent”

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(as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

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(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE

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Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

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(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to

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have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

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(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have

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received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

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In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new

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accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

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(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder,

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such excess shall be remitted to the Eighth Mezzanine Lender or to an account designated by the Eighth Mezzanine Lender (or to the Other Mezzanine Lender for the next most senior Mezzanine Loan then outstanding or an account designated by such Other Mezzanine Lender); provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

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(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time

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to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each

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Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

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4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

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(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

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4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other

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purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

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4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates,

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respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

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(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the

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same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

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(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and

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will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

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4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

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(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

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Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute

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a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such

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security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including

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actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

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(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary

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and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and

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be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

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(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under

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the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

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5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

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5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

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5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall

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(i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

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(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary,

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without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable

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letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

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(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending,

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being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable

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Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

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(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any

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applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

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5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Sixth Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

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5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

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5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the

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continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

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(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of

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more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in

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Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

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(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) intentionally omitted;

(xv) intentionally omitted;

(xvi) intentionally omitted;

(xvii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Eighth Mezzanine Borrower (1) shall assume the Eighth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

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(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Eighth Mezzanine Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Eighth Mezzanine Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement,

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(ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

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5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

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(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a

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condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

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(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Eighth Mezzanine Lender or (ii) if the Eighth Mezzanine Loan is no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (iii) if the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the

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amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

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7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Eighth Mezzanine Lender or (ii) if the Eighth Mezzanine Loan is no longer outstanding, then to the Ninth Mezzanine Lender in accordance with the Eighth Mezzanine Loan Agreement or (iii) if the Eighth Mezzanine Loan and the Ninth Mezzanine Loan are no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf)

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to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

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(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal,

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Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

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(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

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(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

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(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

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(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due

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and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

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(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

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(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents). Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable

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against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

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(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

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(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without

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the consent of or notice to any other Noteholder or other Person (but only if in compliance with the Co-Lender Agreement and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such

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supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of

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all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

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Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

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(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

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(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent

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rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

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(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

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Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

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(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIII (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

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(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or

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impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

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Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:

	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

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If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
	and
	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

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A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 7, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement

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and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any

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other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

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(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect

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the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

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Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

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(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Eighth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Eighth Mezzanine Loan) dated as of the date hereof, among JPM, Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan

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Documents (Eighth Mezzanine Loan) dated as of the date hereof, between the Eighth Mezzanine Lenders and the Eighth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Eighth Mezzanine Loan) dated as of the date hereof, by Eighth Mezzanine Borrower in favor of the Eighth Mezzanine Loan Collateral Agent for the benefit of the Eighth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Eighth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Eighth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Eighth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Eighth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Eighth Mezzanine Lenders, (Y) Eighth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Eighth Mezzanine Lenders pursuant to Section 9.12 of the Eighth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Eighth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Eighth Mezzanine Lenders. The Borrower acknowledges that the Eighth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Eighth Mezzanine Lenders and may be enforced by Eighth Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt

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or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging .Guarantor’s Obligations Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

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(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

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(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

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Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

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Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms

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substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 7, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

LENDER:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (f/k/a CREDIT SUISSE, CAYMAN ISLANDS BRANCH)
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	9,306,846.20
2.	Rio Las Vegas	$	8,919,060.87
3.	Flamingo Las Vegas	$	8,919,060.87
4.	Paris Las Vegas	$	11,245,772.47
5.	Harrah’s Atlantic City	$	8,996,617.94
6.	Harrah’s Laughlin	$	3,024,725.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII – PAGE 1

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVII

SCHEDULE XVIII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVIII

SCHEDULE XIX

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XIX

SCHEDULE XX

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Seventh Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Seventh Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIII

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [                                    ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of each of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with CS and Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

EXHIBIT A – PAGE 4

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A - PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval,

EXHIBIT A – PAGE 7

authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

EXHIBIT A – PAGE 8

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further

EXHIBIT A – PAGE 9

exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343

EXHIBIT A – PAGE 10

with a copy to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company 2

711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

EXHIBIT A – PAGE 11

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

EXHIBIT A – PAGE 12

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

EXHIBIT A – PAGE 13

Section 5.16 References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A - PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a Delaware corporation]
By:
	Name: Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 7, LLC, Harrah’s Atlantic City Mezz 7, LLC, Rio Mezz 7, LLC, Flamingo Las Vegas Mezz 7, LLC, Harrah’s Laughlin Mezz 7, LLC, and Paris Las Vegas Mezz 7, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable  Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C - PAGE 2

The terms set forth above are hereby agreed to:

_____________________

            as Assignor

By:
	Name: Title:

_____________________

            as Assignee

By:
	Name: Title:

Accepted:

_____________________,

as Servicer and Register

By:
	Name: Title:

EXHIBIT C - PAGE 3

EX-10.9

Exhibit 10.9

SECOND AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 8, LLC, HARRAH’S ATLANTIC CITY MEZZ 8, LLC,

RIO MEZZ 8, LLC, FLAMINGO LAS VEGAS MEZZ 8, LLC, HARRAH’S LAUGHLIN

MEZZ 8, LLC, AND PARIS LAS VEGAS MEZZ 8, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

GOLDMAN SACHS MORTGAGE COMPANY AND EACH OTHER LENDER THAT

MAY BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	5
	Section 1.2	Principles of Construction	59
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	60
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	60
	Section 2.2	Interest Rate	61
	Section 2.3	Loan Payment	69
	Section 2.4	Prepayments	70
	Section 2.5	Release of Collateral	73
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	86
	Section 2.7	Extension of the Maturity Date	91
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	93
	Section 4.2	Survival of Representations	108
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	108
	Section 5.2	Negative Covenants	130
	Section 5.3	General	139
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	139
	Section 6.2	Casualty	140
	Section 6.3	Condemnation	140
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	141
	Section 7.2	Tax and Insurance Escrow Fund	141
	Section 7.3	FF&E Reserve Account	142

-i-

	Section 7.4	Intentionally Omitted	144
	Section 7.5	Intentionally Omitted	144
	Section 7.6	Reserve Funds, Generally	144
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	145
VIII	DEFAULTS
	Section 8.1	Event of Default	145
	Section 8.2	Remedies	149
	Section 8.3	Intentionally Omitted	152
	Section 8.4	Costs of Collection	152
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	152
	Section 9.2	Exculpation	154
	Section 9.3	Assignments	157
	Section 9.4	Participation	158
	Section 9.5	Borrower’s Facilitation of Transfer	158
	Section 9.6	Notice; Registration Requirement	159
	Section 9.7	Registry	159
	Section 9.8	Cooperation in Syndication	159
	Section 9.9	Sale of Notes and Securitization	160
	Section 9.10	Securitization Indemnification	162
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	166
	Section 9.12	Collateral Agent	166
X	MISCELLANEOUS
	Section 10.1	Survival	169
	Section 10.2	Lender’s Discretion	170
	Section 10.3	Governing Law	170
	Section 10.4	Amendments and Waivers	171
	Section 10.5	Delay Not a Waiver	171
	Section 10.6	Notices	172
	Section 10.7	Trial by Jury	174
	Section 10.8	Headings	174
	Section 10.9	Severability	174
	Section 10.10	Preferences	174
	Section 10.11	Waiver of Notice	174
	Section 10.12	Remedies of Borrower	175
	Section 10.13	Expenses; Indemnity	175
	Section 10.14	Schedules Incorporated	177
	Section 10.15	Offsets, Counterclaims and Defenses	177

-ii-

	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	177
	Section 10.17	Conversion to LLC; Tax Elections	178
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	178
	Section 10.19	Waiver of Counterclaim	179
	Section 10.20	Conflict; Construction of Documents; Reliance	179
	Section 10.21	Brokers and Financial Advisors	179
	Section 10.22	Prior Agreements	179
	Section 10.23	Counterparts	180
	Section 10.24	Intentionally Omitted	180
	Section 10.25	Gaming Laws	180
	Section 10.26	Certain Additional Rights of Lender (VCOC)	181
	Section 10.27	Ratification of Acknowledgement and Consent	181
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	182
	Section 11.2	Waivers	182
	Section 11.3	Other Actions Taken or Omitted	185
	Section 11.4	No Release or Novation	185
	Section 11.5	Intentionally Omitted	186
	Section 11.6	Intentionally Omitted	186
	Section 11.7	Platform; Borrower Materials	186
	Section 11.8	Confidentiality	186
	Section 11.9	Amendment and Restatement	188

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower

-iii-

Schedule XVII	–	Fourth Mezzanine Borrower
Schedule XVIII	–	Fifth Mezzanine Borrower
Schedule XIX	–	Sixth Mezzanine Borrower
Schedule XX	–	Seventh Mezzanine Borrower
Schedule XXI	–	Ninth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fourth Mezzanine Lenders
Schedule XXXI	–	Fifth Mezzanine Lenders
Schedule XXXII	–	Sixth Mezzanine Lenders
Schedule XXXIII	–	Seventh Mezzanine Lenders
Schedule XXXIV	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

-iv-

SECOND AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED EIGHTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 8, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

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WHEREAS, Fourth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fourth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fourth Mezzanine Loan Agreement to Fourth Mezzanine Borrower (the “Original Fourth Mezzanine Loan”);

WHEREAS, Fourth Mezzanine Lender (as defined below) and Fourth Mezzanine Borrower have agreed to amend and restate the Original Fourth Mezzanine Loan Agreement (the Original Fourth Mezzanine Loan Agreement, as so amended and restated, the “Fourth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, among Fourth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fourth Mezzanine Lender in order to evidence certain changes to the Original Fourth Mezzanine Loan (the Original Fourth Mezzanine Loan, as so amended, the Fourth Mezzanine Loan (as defined below));

WHEREAS, Fifth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fifth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fifth Mezzanine Loan Agreement to Fifth Mezzanine Borrower (the “Original Fifth Mezzanine Loan”);

WHEREAS, Fifth Mezzanine Lender (as defined below) and Fifth Mezzanine Borrower have agreed to amend and restate the Original Fifth Mezzanine Loan Agreement (the Original Fifth Mezzanine Loan Agreement, as so amended and restated, the “Fifth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, among Fifth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fifth Mezzanine Lender in order to evidence certain changes to the Original Fifth Mezzanine Loan (the Original Fifth Mezzanine Loan, as so amended, the Fifth Mezzanine Loan (as defined below));

WHEREAS, Sixth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Sixth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Sixth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Sixth Mezzanine Loan Agreement to Sixth Mezzanine Borrower (the “Original Sixth Mezzanine Loan”);

WHEREAS, Sixth Mezzanine Lender (as defined below) and Sixth Mezzanine Borrower have agreed to amend and restate the Original Sixth Mezzanine Loan Agreement (the Original Sixth Mezzanine Loan Agreement, as so amended and restated, the “Sixth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, among Sixth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Sixth Mezzanine Lender in order to evidence certain changes to the Original Sixth Mezzanine Loan (the Original Sixth Mezzanine Loan, as so amended, the Sixth Mezzanine Loan (as defined below));

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WHEREAS, Seventh Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Seventh Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Seventh Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Seventh Mezzanine Loan Agreement to Sixth Mezzanine Borrower (the “Original Seventh Mezzanine Loan”);

WHEREAS, Seventh Mezzanine Lender (as defined below) and Seventh Mezzanine Borrower have agreed to amend and restate the Original Seventh Mezzanine Loan Agreement (the Original Seventh Mezzanine Loan Agreement, as so amended and restated, the “Seventh Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, among Seventh Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Seventh Mezzanine Lender in order to evidence certain changes to the Original Seventh Mezzanine Loan (the Original Seventh Mezzanine Loan, as so amended, the Seventh Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Eighth Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Fourth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, Fifth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fourth Mezzanine Borrower;

WHEREAS, Sixth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fifth Mezzanine Borrower;

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WHEREAS, Seventh Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Sixth Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Seventh Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders (and the Initial Lenders assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith and (ii) contemporaneously herewith, the Initial Lenders are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Eighth Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Eighth Mezzanine Loan), dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

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“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

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“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement

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and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

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“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

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“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan in accordance with the provisions of Section 9.6 or Section 9.11, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the Co-Lender Agreement Form).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

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“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

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(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x) (i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

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(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Eighth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

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“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

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“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

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(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject

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to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Eighth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

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“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

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“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in

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compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Eighth Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Eighth Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

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“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

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“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of (x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

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(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

“Initial Lender” shall mean Goldman Sachs Mortgage Company, and each Affiliate of such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

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“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty (as may be modified pursuant to the terms thereof and hereof after the date hereof) or a Replacement Interest Rate Cap Agreement.

“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

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“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean, as the context may require, each Initial Lender as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

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“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

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“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the

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date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower and Ninth Mezzanine Borrower.

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“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fourth Mezzanine Debt Service, (f) the Fifth Mezzanine Debt Service, (g) the Sixth Mezzanine Debt Service, (h) the Seventh Mezzanine Debt Service and (i) the Ninth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders and the Ninth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Ninth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes and the Ninth Mezzanine Notes.

“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

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“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

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“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

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“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Ninth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Ninth Mezzanine Borrower” shall mean one of the Ninth Mezzanine Borrowers individually, or the Ninth Mezzanine Borrowers collectively, as the context shall require.

“Ninth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Ninth Mezzanine Notes.

“Ninth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Ninth Mezzanine Loan Agreement from time to time. The Ninth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Ninth Mezzanine Loan” shall mean that certain loan made by the Ninth Mezzanine Lenders to Ninth Mezzanine Borrower as of the Original Closing Date. When made, the Ninth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Ninth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Ninth Mezzanine Loan is evidenced and/or secured by the Ninth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Documents.

“Ninth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Ninth Mezzanine Loan Agreement, dated as of the date hereof, between Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Ninth Mezzanine Loan Documents” shall mean the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Ninth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Ninth Mezzanine Notes” shall mean the “Notes” as defined in the Ninth Mezzanine Loan Agreement.

“Note” or “Notes” shall mean Note A-8.

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“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Eighth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Eighth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Eighth Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

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“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 8, LLC (together with its successors in interest).

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“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 8 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

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“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

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“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

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“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean Ninth Mezzanine Borrower.

“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

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(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to

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accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

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“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

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“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

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“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

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“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower and Seventh Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender and Seventh Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan and Seventh Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, individually and/or collectively as the context may require, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents.

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“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXIII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty-Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

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“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

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(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

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(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

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(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

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(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Seventh Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

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“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

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“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

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“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

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“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage

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Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity as the sole member of Seventh Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and 00/100 Dollars ($9,157,500.00) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

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2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

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2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and

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receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

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(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

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2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

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(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or

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(iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

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(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of

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such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

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2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

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(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

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2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Seventh Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Seventh Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to the Ninth Mezzanine Lender for application in accordance with the Ninth Mezzanine Loan Agreement (or to the Mezzanine Lender for the next most senior Mezzanine Loan then outstanding for application in accordance with the Mezzanine Loan Agreement in effect with respect to such next most senior Mezzanine Loan)). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be remitted to Ninth Mezzanine Lender (or to an account designated by Ninth Mezzanine Lender. Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

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(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

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(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d) (i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

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(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

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(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

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(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be

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in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

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(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE

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Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately

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following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

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(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 if the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be

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in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

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(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable),

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and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

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(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a) (i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains

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any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

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(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred

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on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to the Ninth Mezzanine Lender or to an account designated by the Ninth Mezzanine Lender; provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Cash Management Account, Borrower Deposit Account or Working Capital Account shall be paid by Mortgage Borrower, Senior Mezzanine Borrower or Borrower.

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(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

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(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

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(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

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(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

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4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

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(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

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4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

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4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

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4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

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(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

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(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes

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of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

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4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

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(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or

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indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

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4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

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4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding

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promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the

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Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

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5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other

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Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

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(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

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(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a

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tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

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(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

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5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of

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collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

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5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

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(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE

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AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

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(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

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(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager. (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any

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amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be

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reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

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(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease

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Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

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(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve

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Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Seventh Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless

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Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

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(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

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5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the

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benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the level of Ninth Mezzanine Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned

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(directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

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(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender;

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provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) intentionally omitted;

(xv) intentionally omitted;

(xvi) intentionally omitted;

(xvii) intentionally omitted;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by the Ninth Mezzanine Borrower (1) shall assume the Ninth Mezzanine Loan (if still outstanding) and all the agreements of Ninth Mezzanine Borrower under the Ninth Mezzanine Loan Documents (and without limiting the foregoing, all of the ownership interests in Borrower, all payments thereon and all proceeds thereof shall be pledged to Ninth Mezzanine Lender on terms no less favorable than the pledge of the Collateral under the

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applicable Pledge Agreement), (2) shall each be a bankruptcy-remote single purpose entity, and (3) shall otherwise have a legal, financial and ownership structure that is (a) substantially the same as the Ninth Mezzanine Borrower or (b) at least as favorable to the Ninth Mezzanine Lender, as determined by the Ninth Mezzanine Lender in its reasonable discretion, as the legal, financial and ownership structure of Ninth Mezzanine Borrower;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, (ix) the pledge by Ninth Mezzanine Borrower of the ownership interests in Borrower as security for the Ninth Mezzanine Loan pursuant to the Ninth Mezzanine Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

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(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

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5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

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(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date). Notwithstanding the foregoing, the Collateral Agent, for the benefit of Lender (rather than the Lender directly), shall be the secured party, the loss payee and the additional insured under all insurance policies required under this Article VI and any reference to “Lender” in this Article VI in which “Lender” is acting as the secured party, the loss payee or the additional insured shall, unless the context shall clearly require otherwise, be deemed to be referring to Collateral Agent, in its capacity as collateral agent for the Lender.

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

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Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

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7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Ninth Mezzanine Lender or (ii) if the Ninth Mezzanine Loan is no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

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7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

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7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted (i) first, to the Ninth Mezzanine Lender or (ii) if the Ninth Mezzanine Loan is no longer outstanding then to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if

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any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

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(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

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(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

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(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

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(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments

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of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

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(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such

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costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified

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Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of the Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not

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to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents).

It is understood that until such time as a Co-Lender Agreement is entered into pursuant to Section 9.6, the Lender (acting alone) shall be entitled to direct the Servicer in accordance with the terms of the Servicing Agreement. Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against

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Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any

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Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

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(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with Co-Lender Agreement and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the

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central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

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Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management,

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advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”)

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secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class

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by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

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(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower

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provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

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(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

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Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the “Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

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(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the

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receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything

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to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

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AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder,

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or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:

	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781

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with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418
	and
	O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas

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Mezz 8, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

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Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents) incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or

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matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the

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Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume

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that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its

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remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

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Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

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Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

Section 10.27. Ratification of Acknowledgement and Consent. Borrower hereby represents, warrants and covenants that (i) the Acknowledgement and Consent (Ninth Mezzanine Loan) dated May 22, 2008 (“Consent to Pledge”), executed by Borrower in its capacity as Issuer (as such term is defined in the Consent to Pledge) shall remain in full force and effect, notwithstanding execution of (A) that certain Omnibus Amendment and Assignment (Initial Lenders) (Ninth Mezzanine Loan) dated as of the date hereof, among JPM, Ninth Mezzanine Lenders and Ninth Mezzanine Borrower, (B) that certain Assignment and Assumption of Amended and Restated Pledge and Security Agreement and Other Loan Documents (Ninth Mezzanine Loan) dated as of the date hereof, between the Ninth Mezzanine Lenders and the Ninth Mezzanine Loan Collateral Agent, and (C) that certain Ratification of Amended and Restated Pledge and Security Agreement (Ninth Mezzanine Loan) dated as of the date hereof, by Ninth Mezzanine Borrower in favor of the Ninth Mezzanine Loan Collateral Agent for the benefit of the Ninth Mezzanine Lenders (the instruments in A, B and C being collectively referred to herein as the “Ninth Mezzanine Pledge Agreement Modifications”), (ii) as used in the Consent to Pledge and in this paragraph, the term “Pledge Agreement” means

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the Amended and Restated Pledge Agreement described in the Consent to Pledge, as modified by the Ninth Mezzanine Pledge Agreement Modifications, and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time, (iii) Borrower acknowledges receipt of a copy of the Ninth Mezzanine Pledge Agreement Modifications and agrees that each Pledgor (as such term is defined in the Pledge Agreement) is bound by the Pledge Agreement, and (iv) Borrower understands and agrees that from and after the date hereof, (X) the term “Lender” as it appears in the Pledge Agreement and in the Consent to Pledge shall refer to the Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent and secured party of record for the benefit of the Ninth Mezzanine Lenders, (Y) Ninth Mezzanine Loan Collateral Agent is acting as the collateral agent for the Ninth Mezzanine Lenders pursuant to Section 9.12 of the Ninth Mezzanine Loan Agreement, and (Z) any references to “Lender” in the Pledge Agreement or in the Consent to Pledge in which “Lender” is acting under the Pledge Agreement or the Consent to Pledge as beneficiary, secured party, assignee or mortgagee of record shall, unless the context clearly otherwise shall require, be deemed to refer to Ninth Mezzanine Loan Collateral Agent, in its capacity as collateral agent for the Ninth Mezzanine Lenders. The Borrower acknowledges that the Ninth Mezzanine Lenders are an intended third party beneficiary of the representations, warranties and covenants of Borrower made in the foregoing sentence which representations, warranties and covenants shall inure to the direct benefit of Ninth Mezzanine Lenders and may be enforced by Ninth Mezzanine Lenders in any proceeding at law or in equity.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

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11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

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(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires, (iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

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(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

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Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached

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an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or

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Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S ATLANTIC CITY MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
PARIS LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
RIO MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

FLAMINGO LAS VEGAS MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
HARRAH’S LAUGHLIN MEZZ 8, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:

[Signature Pages Continue]

LENDER:
GOLDMAN SACHS MORTGAGE COMPANY
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	1,690,615.39
2.	Rio Las Vegas	$	1,620,173.07
3.	Flamingo Las Vegas	$	1,620,173.07
4.	Paris Las Vegas	$	2,042,826.93
5.	Harrah’s Atlantic City	$	1,634,261.54
6.	Harrah’s Laughlin	$	549,450.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVII

SCHEDULE XVIII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVIII

SCHEDULE XIX

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XIX

SCHEDULE XX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XX

SCHEDULE XXI

NINTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 9, LLC

2. Harrah’s Atlantic City Mezz 9, LLC

3. Paris Las Vegas Mezz 9, LLC

4. Rio Mezz 9, LLC

5. Flamingo Las Vegas Mezz 9, LLC

6. Harrah’s Laughlin Mezz 9, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXIII

SCHEDULE XXXIV

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Eighth Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Eighth Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIV

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [                    ], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Eighth Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

EXHIBIT A – PAGE 1

I. NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II. EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

EXHIBIT A – PAGE 4

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

EXHIBIT A – PAGE 7

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein.

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

EXHIBIT A – PAGE 8

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further

EXHIBIT A – PAGE 9

exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666

EXHIBIT A – PAGE 10

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

EXHIBIT A – PAGE 11

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

EXHIBIT A – PAGE 12

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

EXHIBIT A – PAGE 13

Section 5.16 References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a     Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Eighth Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 8, LLC, Harrah’s Atlantic City Mezz 8, LLC, Rio Mezz 8, LLC, Flamingo Las Vegas Mezz 8, LLC, Harrah’s Laughlin Mezz 8, LLC, and Paris Las Vegas Mezz 8, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
as Assignor
By:
	Name:
	Title:
as Assignee
By:
	Name:
	Title:

Accepted:
___________________, as Servicer and Register
By:
	Name:
	Title:

EXHIBIT C – PAGE 3

EX-10.10

Exhibit 10.10

SECOND AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT

Dated as of August 31, 2010

Among

HARRAH’S LAS VEGAS MEZZ 9, LLC, HARRAH’S ATLANTIC CITY MEZZ 9, LLC,

RIO MEZZ 9, LLC, FLAMINGO LAS VEGAS MEZZ 9, LLC, HARRAH’S LAUGHLIN

MEZZ 9, LLC, AND PARIS LAS VEGAS MEZZ 9, LLC,

collectively, as Borrower

BANK OF AMERICA, N.A., as Collateral Agent

and

GOLDMAN SACHS MORTGAGE COMPANY AND EACH OTHER LENDER THAT

MAY BECOME A PARTY HERETO FROM TIME TO TIME,

collectively, as Lender

TABLE OF CONTENTS

			Page
I	DEFINITIONS; PRINCIPLES OF CONSTRUCTION
	Section 1.1	Definitions	6
	Section 1.2	Principles of Construction	60
	Section 1.3	Direction of Mortgage Borrower or with Respect to the Properties	60
II	GENERAL TERMS
	Section 2.1	Loan Commitment; Disbursement to Borrower	61
	Section 2.2	Interest Rate	62
	Section 2.3	Loan Payment	69
	Section 2.4	Prepayments	71
	Section 2.5	Release of Collateral	74
	Section 2.6	Cash Management; Working Capital Account; Blocked Account	87
	Section 2.7	Extension of the Maturity Date	92
III	RESERVED
IV	REPRESENTATIONS AND WARRANTIES
	Section 4.1	Borrower Representations	94
	Section 4.2	Survival of Representations	108
V	BORROWER COVENANTS
	Section 5.1	Affirmative Covenants	108
	Section 5.2	Negative Covenants	130
	Section 5.3	General	139
VI	INSURANCE; CASUALTY; CONDEMNATION
	Section 6.1	Insurance	139
	Section 6.2	Casualty	140
	Section 6.3	Condemnation	140
	Section 6.4	Restoration	141
VII	RESERVE FUNDS
	Section 7.1	Intentionally Omitted	141
	Section 7.2	Tax and Insurance Escrow Fund	141
	Section 7.3	FF&E Reserve Account	142

-i-

	Section 7.4	Intentionally Omitted	144
	Section 7.5	Intentionally Omitted	144
	Section 7.6	Reserve Funds, Generally	144
	Section 7.7	Transfer of Reserve Funds Under Mortgage Loan	145
VIII	DEFAULTS
	Section 8.1	Event of Default	145
	Section 8.2	Remedies	149
	Section 8.3	Intentionally Omitted	152
	Section 8.4	Costs of Collection	152
IX	SPECIAL PROVISIONS
	Section 9.1	Servicer	152
	Section 9.2	Exculpation	154
	Section 9.3	Assignments	157
	Section 9.4	Participation	158
	Section 9.5	Borrower’s Facilitation of Transfer	158
	Section 9.6	Notice; Registration Requirement	159
	Section 9.7	Registry	159
	Section 9.8	Cooperation in Syndication	160
	Section 9.9	Sale of Notes and Securitization	161
	Section 9.10	Securitization Indemnification	162
	Section 9.11	Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements	166
	Section 9.12	Collateral Agent	166
X	MISCELLANEOUS
	Section 10.1	Survival	169
	Section 10.2	Lender’s Discretion	170
	Section 10.3	Governing Law	170
	Section 10.4	Amendments and Waivers	171
	Section 10.5	Delay Not a Waiver	172
	Section 10.6	Notices	172
	Section 10.7	Trial by Jury	174
	Section 10.8	Headings	174
	Section 10.9	Severability	174
	Section 10.10	Preferences	175
	Section 10.11	Waiver of Notice	175
	Section 10.12	Remedies of Borrower	175
	Section 10.13	Expenses; Indemnity	175
	Section 10.14	Schedules Incorporated	177
	Section 10.15	Offsets, Counterclaims and Defenses	177

-ii-

	Section 10.16	No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries	178
	Section 10.17	Conversion to LLC; Tax Elections	178
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	179
	Section 10.19	Waiver of Counterclaim	179
	Section 10.20	Conflict; Construction of Documents; Reliance	179
	Section 10.21	Brokers and Financial Advisors	180
	Section 10.22	Prior Agreements	180
	Section 10.23	Counterparts	180
	Section 10.24	Intentionally Omitted	180
	Section 10.25	Gaming Laws	180
	Section 10.26	Certain Additional Rights of Lender (VCOC)	181
XI	JOINT AND SEVERAL LIABILITY; WAIVERS
	Section 11.1	Joint and Several Liability; Primary Obligors	182
	Section 11.2	Waivers	182
	Section 11.3	Other Actions Taken or Omitted	185
	Section 11.4	No Release or Novation	185
	Section 11.5	Intentionally Omitted	185
	Section 11.6	Intentionally Omitted	185
	Section 11.7	Platform; Borrower Materials	185
	Section 11.8	Confidentiality	186
	Section 11.9	Amendment and Restatement	188

SCHEDULES

Schedule I	–	List, Addresses and Tax Identification Numbers of Borrowers
Schedule II	–	Properties – Allocated Loan Amounts
Schedule III	–	Intentionally Omitted
Schedule IV	–	Intentionally Omitted
Schedule V	–	Off-Shore Accounts
Schedule VI	–	Operating Leases
Schedule VIA	–	Operating Lease Guaranty
Schedule VII	–	Permitted Fund Managers
Schedule VIII	–	Organizational Chart
Schedule IX	–	Gaming Licenses
Schedule X	–	Rent Roll/Space Leases
Schedule XI	–	Intentionally Omitted
Schedule XII	–	Intentionally Omitted
Schedule XIII	–	Mortgage Borrower
Schedule XIV	–	First Mezzanine Borrower
Schedule XV	–	Second Mezzanine Borrower
Schedule XVI	–	Third Mezzanine Borrower
Schedule XVII	–	Fourth Mezzanine Borrower

-iii-

Schedule XVIII	–	Fifth Mezzanine Borrower
Schedule XIX	–	Sixth Mezzanine Borrower
Schedule XX	–	Seventh Mezzanine Borrower
Schedule XXI	–	Eighth Mezzanine Borrower
Schedule XXII	–	Convention Center Parcel
Schedule XXIII	–	Exception Report
Schedule XXIV	–	Litigation
Schedule XXV	–	Description of O’Shea’s
Schedule XXVI	–	Mortgage Lenders
Schedule XXVII	–	First Mezzanine Lenders
Schedule XXVIII	–	Second Mezzanine Lenders
Schedule XXIX	–	Third Mezzanine Lenders
Schedule XXX	–	Fourth Mezzanine Lenders
Schedule XXXI	–	Fifth Mezzanine Lenders
Schedule XXXII	–	Sixth Mezzanine Lenders
Schedule XXXIII	–	Seventh Mezzanine Lenders
Schedule XXXIV	–	Documents Assigned to Collateral Agent
Exhibit A	–	Form of Completion Guaranty
Exhibit B	–	Intentionally Omitted
Exhibit C	–	Form of Assignment and Assumption

-iv-

SECOND AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT

THIS SECOND AMENDED AND RESTATED NINTH MEZZANINE LOAN AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between HARRAH’S LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company (together, with its successors and permitted assigns, “Harrah’s LV Individual Borrower”), HARRAH’S ATLANTIC CITY MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Harrah’s AC Individual Borrower”), RIO MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Rio Individual Borrower”), FLAMINGO LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Flamingo Individual Borrower”), PARIS LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Paris Individual Borrower”), and HARRAH’S LAUGHLIN MEZZ 9, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Laughlin Individual Borrower”; Harrah’s LV Individual Borrower, Harrah’s AC Individual Borrower, Rio Individual Borrower, Flamingo Individual Borrower, Paris Individual Borrower and Laughlin Individual Borrower, individually and collectively, as the context may require, “Borrower”), each having its principal place of business at One Caesars Palace Drive, Las Vegas, Nevada 89109, GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and each other Lender (as such term is hereinafter defined) that may become a party hereto from time to time, and BANK OF AMERICA, N.A., in its capacity as collateral agent (together with its successors and assigns, “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Mortgage Borrower (as defined below) and JPM are parties to that certain Amended and Restated Mortgage Loan Agreement, dated as of May 22, 2008 (the “Original Mortgage Loan Agreement”) in connection with a loan made by the lenders under such Original Mortgage Loan Agreement to Mortgage Borrower (the “Original Mortgage Loan”);

WHEREAS, Mortgage Lender and Mortgage Borrower have agreed to amend and restate the Original Mortgage Loan Agreement (the Original Mortgage Loan Agreement, as so amended and restated, the “Mortgage Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, among Mortgage Borrower, Mortgage Loan Collateral Agent and Mortgage Lender (as defined below) in order to evidence certain changes to the Original Mortgage Loan (the Original Mortgage Loan, as so amended, the “Mortgage Loan”);

WHEREAS, First Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original First Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original First Mezzanine Loan Agreement to First Mezzanine Borrower (the “Original First Mezzanine Loan”);

WHEREAS, First Mezzanine Lenders (as defined below) and First Mezzanine Borrower have agreed to amend and restate the Original First Mezzanine Loan Agreement (the Original First Mezzanine Loan Agreement, as so amended and restated, the “First Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, among First Mezzanine Borrower, Collateral Agent for such Mezzanine Loan (as defined below) and First Mezzanine Lenders in order to evidence certain changes to the Original First Mezzanine Loan (the Original First Mezzanine Loan, as so amended, the First Mezzanine Loan (as defined below));

WHEREAS, Second Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Second Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Second Mezzanine Loan Agreement to Second Mezzanine Borrower (the “Original Second Mezzanine Loan”);

WHEREAS, Second Mezzanine Lender (as defined below) and Second Mezzanine Borrower have agreed to amend and restate the Original Second Mezzanine Loan Agreement (the Original Second Mezzanine Loan Agreement, as so amended and restated, the “Second Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, among Second Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Second Mezzanine Lender in order to evidence certain changes to the Original Second Mezzanine Loan (the Original Second Mezzanine Loan, as so amended, the Second Mezzanine Loan (as defined below));

WHEREAS, Third Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Third Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Third Mezzanine Loan Agreement to Third Mezzanine Borrower (the “Original Third Mezzanine Loan”);

WHEREAS, Third Mezzanine Lender (as defined below) and Third Mezzanine Borrower have agreed to amend and restate the Original Third Mezzanine Loan Agreement (the Original Third Mezzanine Loan Agreement, as so amended and restated, the “Third Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, among Third Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Third Mezzanine Lender in order to evidence certain changes to the Original Third Mezzanine Loan (the Original Third Mezzanine Loan, as so amended, the Third Mezzanine Loan (as defined below));

-2-

WHEREAS, Fourth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fourth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fourth Mezzanine Loan Agreement to Fourth Mezzanine Borrower (the “Original Fourth Mezzanine Loan”);

WHEREAS, Fourth Mezzanine Lender (as defined below) and Fourth Mezzanine Borrower have agreed to amend and restate the Original Fourth Mezzanine Loan Agreement (the Original Fourth Mezzanine Loan Agreement, as so amended and restated, the “Fourth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, among Fourth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fourth Mezzanine Lender in order to evidence certain changes to the Original Fourth Mezzanine Loan (the Original Fourth Mezzanine Loan, as so amended, the Fourth Mezzanine Loan (as defined below));

WHEREAS, Fifth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Fifth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Fifth Mezzanine Loan Agreement to Fifth Mezzanine Borrower (the “Original Fifth Mezzanine Loan”);

WHEREAS, Fifth Mezzanine Lender (as defined below) and Fifth Mezzanine Borrower have agreed to amend and restate the Original Fifth Mezzanine Loan Agreement (the Original Fifth Mezzanine Loan Agreement, as so amended and restated, the “Fifth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, among Fifth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Fifth Mezzanine Lender in order to evidence certain changes to the Original Fifth Mezzanine Loan (the Original Fifth Mezzanine Loan, as so amended, the Fifth Mezzanine Loan (as defined below));

WHEREAS, Sixth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Sixth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Sixth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Sixth Mezzanine Loan Agreement to Sixth Mezzanine Borrower (the “Original Sixth Mezzanine Loan”);

WHEREAS, Sixth Mezzanine Lender (as defined below) and Sixth Mezzanine Borrower have agreed to amend and restate the Original Sixth Mezzanine Loan Agreement (the Original Sixth Mezzanine Loan Agreement, as so amended and restated, the “Sixth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, among Sixth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Sixth Mezzanine Lender in order to evidence certain changes to the Original Sixth Mezzanine Loan (the Original Sixth Mezzanine Loan, as so amended, the Sixth Mezzanine Loan (as defined below));

-3-

WHEREAS, Seventh Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Seventh Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Seventh Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Seventh Mezzanine Loan Agreement to Seventh Mezzanine Borrower (the “Original Seventh Mezzanine Loan”);

WHEREAS, Seventh Mezzanine Lender (as defined below) and Seventh Mezzanine Borrower have agreed to amend and restate the Original Seventh Mezzanine Loan Agreement (the Original Seventh Mezzanine Loan Agreement, as so amended and restated, the “Seventh Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, among Seventh Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Seventh Mezzanine Lender in order to evidence certain changes to the Original Seventh Mezzanine Loan (the Original Seventh Mezzanine Loan, as so amended, the Seventh Mezzanine Loan (as defined below));

WHEREAS, Eighth Mezzanine Borrower (as defined below) and JPM are parties to that certain Amended and Restated Eighth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Original Eighth Mezzanine Loan Agreement”) in connection with a loan made by the lenders under such Original Eighth Mezzanine Loan Agreement to Eighth Mezzanine Borrower (the “Original Eighth Mezzanine Loan”);

WHEREAS, Eighth Mezzanine Lender (as defined below) and Eighth Mezzanine Borrower have agreed to amend and restate the Original Eighth Mezzanine Loan Agreement (the Original Eighth Mezzanine Loan Agreement, as so amended and restated, the “Eighth Mezzanine Loan Agreement”) in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, among Eighth Mezzanine Borrower, Collateral Agent for such Mezzanine Loan and Eighth Mezzanine Lender in order to evidence certain changes to the Original Eighth Mezzanine Loan (the Original Eighth Mezzanine Loan, as so amended, the Eighth Mezzanine Loan (as defined below));

WHEREAS, Borrower and JPM (in such capacity, “Original Lender”) are parties to that certain Amended and Restated Ninth Mezzanine Loan Agreement, dated as of May 22, 2008 (“Original Loan Agreement”) in connection with a loan made by the Original Lender to Borrower (the “Original Loan”);

WHEREAS, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety pursuant to, and in accordance with, this Agreement in order to evidence certain changes to the Original Loan (the Original Loan, as so amended, the “Loan”);

WHEREAS, First Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Mortgage Borrower;

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WHEREAS, Second Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in First Mezzanine Borrower;

WHEREAS, Third Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Second Mezzanine Borrower;

WHEREAS, Fourth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Third Mezzanine Borrower;

WHEREAS, Fifth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fourth Mezzanine Borrower;

WHEREAS, Sixth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Fifth Mezzanine Borrower;

WHEREAS, Seventh Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Sixth Mezzanine Borrower;

WHEREAS, Eighth Mezzanine Borrower is the legal and beneficial owner of all of the equity interests in Seventh Mezzanine Borrower;

WHEREAS, Borrower is the legal and beneficial owner of all of the equity interests in Eighth Mezzanine Borrower;

WHEREAS, (i) immediately prior to the execution and delivery of this Agreement, Original Lender assigned to the Initial Lenders (and the Initial Lenders assumed severally and not jointly) all right, title and interest of Original Lender in and to the Original Loan Agreement and certain of the other Loan Documents (as such term is hereinafter defined) pursuant to the provisions of that certain Omnibus Assignment and Assumption (Initial Lenders) of even date herewith and (ii) contemporaneously herewith, the Initial Lenders are assigning to the Collateral Agent (and the Collateral Agent is assuming) record title to, and certain rights and duties of the Initial Lenders under, certain of the Loan Documents (as and to the extent set forth in Section 9.12 and in the other Loan Documents) and the Initial Lenders are appointing the Collateral Agent to act, in accordance with Section 9.12 as their collateral agent hereunder and under such other Loan Documents;

WHEREAS, as a condition precedent to the obligation of Original Lender to make the Original Loan to Borrower, Borrower entered into that certain Amended and Restated Pledge and Security Agreement (Ninth Mezzanine Loan), dated as of May 22, 2008, in favor of Lender (as ratified by the Ratification of the Amended and Restated Pledge and Security Agreement (Ninth Mezzanine Loan), dated as of the date hereof and as may be further amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower granted to Lender a first priority security interest in the Collateral.

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NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” shall mean any counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of at least “A+” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk and is otherwise reasonably acceptable to Collateral Agent (it being understood that each of the Initial Lenders is an Acceptable Counterparty).

“Additional Cap Amount” shall have the meaning set forth in Section 2.2.7(f) hereof.

“Additional Insolvency Opinion” shall have the meaning set forth in Section 4.1.30(c) hereof.

“Additional True Lease Opinion” shall have the meaning set forth in Section 4.1.30(d) hereof.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“Aggregate Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Mortgage Borrower, Senior Mezzanine Borrower or Borrower (taken as a whole), (ii) Guarantor, (iii) Operating Company (taken as a whole), (iv) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (v) Manager, (vi) the Management Agreement (taken as a whole), or (vii) the Properties (taken as a whole), the Collateral, the Senior Mezzanine Collateral, the Hotel Components (taken as a whole) or the Casino Components (taken as a whole); (b) the ability of Mortgage Borrower (taken as a whole), Senior Mezzanine Borrower (taken as a whole), Borrower (taken as a whole) or Guarantor to perform, in all material respects, its obligations under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole) to which such entity is a party; (c) the ability of Operating Company (taken as a whole) to perform, in all material respects, the obligations under the Operating Leases (taken as a whole) or the ability of Guarantor (Operating Lease) (taken as a whole) to perform, in all material respects, the obligations under the Operating Lease Guaranty (taken as a whole); (d) the ability of Manager to perform, in all material respects, its obligations under the Management Agreement (taken as a

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whole); (e) the enforceability or validity of (i) the Operating Lease or the Operating Lease Guaranty (taken as a whole), (ii) the Management Agreement (taken as a whole), or (iii) the Loan Documents, Senior Mezzanine Loan Documents, Mortgage Loan Documents (taken as a whole) or the perfection or priority of the Liens created under the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents (taken as a whole); (f) the value of, or cash flow from, the Properties or the operations thereof (taken as a whole) or the Collateral; or (g) the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole).

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule II attached hereto, as such amount may be reduced or increased from time to time pursuant to the provisions hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall mean, with respect to any Individual Property, any alteration, improvement, demolition, construction or removal of all or any portion of the Improvements at such Individual Property.

“Annual Budget” shall mean, individually and collectively as the context requires, (a) the Borrower Annual Budget and (b) the Operating Company Annual Budget.

“Applicable Interest Rate” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“Approved Guarantor” means (x) Holdings, for so long Holdings meets the Minimum Value Test, or (y) any other guarantor that meets the Minimum Value Test and is otherwise reasonably satisfactory to Lender.

“Assignee” shall have the meaning set forth in Section 9.3 hereof.

“Assignment” shall have the meaning set forth in Section 9.3 hereof.

“Assignment and Acceptance” shall have the meaning set forth in Section 9.6 hereof.

“Assisted Securitization” shall mean any Securitization undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.9; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Securitization (whether such Initial Lender leads or participates in such Securitization), which may be a separate Assisted Securitization for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Securitizations hereunder and (iii) in connection with any Assisted Securitization, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Securitization in the aggregate for each Initial Lender under the Mortgage Loan

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Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an underwriter, initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Securitization hereunder and any Securitization as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Securitization.

“Assisted Syndication” shall mean any Syndication undertaken by one or more Initial Lenders with the assistance of the Borrowers as described in Section 9.8; provided that (i) each Initial Lender (together with its Affiliates) may contribute all or any portion of its Note in up to one (1) Assisted Syndication (whether such Initial Lender leads or participates in such Syndication), which may be a separate Assisted Syndication for each Initial Lender, (ii) Bank of America, N.A., Merrill Lynch Mortgage Lending, Inc. and their Affiliates will be considered a single Initial Lender for purposes of this definition and the provisions relating to Assisted Syndications hereunder and (iii) in connection with any Assisted Syndication, an Initial Lender may contribute all or any portion of its Note, its note under the Mortgage Loan and/or its notes under any Other Mezzanine Loan, but there shall be no more than one (1) Assisted Syndication in the aggregate for each Initial Lender under the Mortgage Loan Agreement, this Agreement and the Other Mezzanine Loan Agreements. For the avoidance of doubt, it is understood and agreed that the proviso in the foregoing sentence will not restrict any Initial Lender and/or its Affiliates from acting as an initial purchaser, placement agent, arranger, servicer or in any similar capacity in respect of any Assisted Syndication hereunder and any Syndication as to which any Initial Lender shall act solely in such capacity shall not constitute such Initial Lender’s Assisted Syndication.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law to have such Person be adjudicated bankrupt or insolvent; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, liquidator, assignee, sequestrator, examiner or any similar official of or for such Person or any portion of its property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts generally as they become due, or taking any action in furtherance of the foregoing.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

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“Blocked Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Board of Directors” shall mean, as to any Person, the board of directors or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. As used herein, the term “Borrower” shall mean one of the Borrowers individually, or the Borrowers collectively, as the context shall require.

“Borrower Agent” shall have the meaning set forth in Section 10.6 hereof.

“Borrower Annual Budget” shall mean the operating budget of Mortgage Borrower, prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Borrower Deposit Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Borrower Entity” shall have the meaning set forth in Section 11.1 hereof.

“Borrower Materials” shall have the meaning set forth in Section 11.7 hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Cap Ex Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions, tenant improvements and Fixtures).

“Cap Reserve Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Cap Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person.

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“Cash Management Account” shall have the meaning set forth in Section 2.6.3 of the Mortgage Loan Agreement.

“Casino Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws. The Casino Components are more particularly described and set forth in each Operating Lease, as applicable.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Central Bank Pledge” shall have the meaning set forth in Section 9.3 hereof.

“Change in Control” shall be deemed to occur if:

(a) at any time, a “change of control” (or similar event) shall occur under the Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect thereof that constitutes Material Indebtedness; or

(b) any combination of Permitted Holders in the aggregate shall fail to have the power, directly or indirectly, to vote or direct the voting of Equity Interests representing at least a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i) at any time prior to a Qualified IPO, (A) any combination of Permitted Holders in the aggregate otherwise have the right, directly or indirectly, to designate a majority of the Board of Directors of Holdings at such time or (B) any combination of Permitted Holders in the aggregate own, directly or indirectly, a majority of the ordinary voting Equity Interests of Holdings at such time; provided that the Sponsors have beneficial ownership of more than 50% of the total voting power of Holdings, or

(ii) at any time upon or after a Qualified IPO, (A) no person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of more than the greater of (x) 35% on a fully diluted basis of the voting Equity Interests of Holdings and (y) the percentage owned, directly or indirectly, in the aggregate by the Permitted Holders on a fully diluted basis of the voting Equity Interests of Holdings and (B) during each period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall be occupied by persons who were either (1) nominated by the Board of Directors of Holdings or a Permitted Holder, (2) appointed by directors so nominated or (3) appointed by a Permitted Holder.

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“Closing Date” shall mean the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender Agreement” shall mean any Co-Lender Agreement entered into by the holders of interests in the Loan in accordance with the provisions of Section 9.6 or Section 9.11, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments or any other Co-Lender Agreements other than the Co-Lender Agreement Form).

“Co-Lender Agreement Form” shall have the meaning set forth in Section 9.6.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Collateral Agent” shall have the meaning set forth in the introductory paragraph hereto.

“Collateral Assignment of Interest Rate Cap Agreement” shall mean that certain Amended and Restated Collateral Assignment of Interest Rate Cap Agreement, dated as of May 22, 2008, between Borrower and JPM, as assigned by JPM to the Initial Lenders and by the Initial Lenders to the Collateral Agent, and as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Borrower and Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Loan Documents” shall have the meaning set forth in Section 9.12.

“Collection Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Collection Banks” shall mean (a) any Eligible Institution(s) designated by any Operating Company or Mortgage Borrower as a Collection Bank and reasonably approved by Lender from time to time in accordance with the terms hereof, or (b) any other financial institution otherwise reasonably approved by Lender and, if a Securitization has occurred, with respect to which a Rating Agency Confirmation has been obtained.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Consolidated Entities” shall mean the Mortgage Borrowers, Mezzanine Borrowers, the Operating Companies and their subsidiaries on a consolidated basis. For the avoidance of doubt, (i) the parties hereto confirm that the Managers are not included within the definition of “Consolidated Entities” and (ii) upon the sale of any Individual Property hereunder

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other than to a Mortgage Borrower, Mezzanine Borrower or Operating Company, the individual Mortgage Borrower, individual Mezzanine Borrower and individual Operating Company with respect to such Individual Property shall no longer be included as “Consolidated Entities” hereunder with respect to the period of time following such sale.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to new product lines, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion bonuses, shall be excluded,

(ii) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,

(iv) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(v) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(vi) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, shall be excluded,

(vii) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

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(viii) accruals and reserves that are established or adjusted within twelve (12) months after the Original Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(ix) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded,

(x)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,

(xi) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(xii) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded; and

(xiii) non-cash charges for deferred tax asset valuation allowances shall be excluded.

Consolidated Net Income for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“Contribution Agreement” shall mean that certain Amended and Restated Contribution Agreement (Ninth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended by the Omnibus Assignment and Assumption (Initial Lender) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Convention Center Parcel” shall mean the parcel shown on Schedule XXII and comprising a part of the Harrah’s Atlantic City Property.

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“Convention Center Project” shall mean that certain conference center currently contemplated to be constructed on the Convention Center Parcel by the Mortgage Borrower and/or the Operating Company owning the Harrah’s Atlantic City Property, and more fully described in the schematic designs for the Convention Center Project provided by Mortgage Borrower to Mortgage Lender. The Convention Center Project will not be funded with the proceeds of the Loan (but will be funded by Mortgage Borrower, including with capital contributions).

“Co-Origination Agreement” shall have the meaning set forth in Section 9.12.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement and any Replacement Interest Rate Cap Agreement, any Acceptable Counterparty.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.10 hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Notes together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date) and all other sums due to Lender in respect of the Loan under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Notes.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(a) the numerator is EBITDAM of the Consolidated Entities for the four (4) quarter period preceding the date of determination, as set forth in the financial statements required hereunder; and

(b) the denominator is the sum of (i) the aggregate amount of Mortgage Debt Service which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mortgage Loan is the Spread (as defined in the Mortgage Loan Agreement) and (B) LIBOR is equal to the Strike Price (as defined in the Mortgage Loan Agreement), and (ii) the aggregate amount of Mezzanine Debt Service (including the Debt Service) which was due and payable for such preceding four (4) quarter period calculated, for these purposes, assuming that (A) the spread on the Mezzanine Loans is the “Spread” as defined in each Mezzanine Loan Agreement and (B) LIBOR is equal to the applicable Strike Price as defined in each Mezzanine Loan Agreement;

provided, however, that, solely for the purpose of Section 2.5, the Debt Service Coverage Ratio shall be determined as described in Section 2.5.1(c).

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) two percent (2%) above the Applicable Interest Rate.

“Delinquency” shall mean, with respect to each Individual Property, the latest date on which Taxes or Other Charges may be paid (with respect to such Individual Property) without the payment of a premium, penalty or interest.

“Deposit Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the calendar month in which such Interest Period commences.

“Disclosure Document” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or any other marketing materials or information provided to prospective investors, in each case in preliminary or final form and including all exhibits, annexes and other attachments thereto, used in connection with a Securitization or a Syndication and designated as a “Disclosure Document” by Lender in its sole and absolute discretion (it being understood and agreed, however, that, (i) Borrower and its Affiliates shall have no liability with respect to a Disclosure Document other than in respect of (a) a Disclosure Document that has been reviewed and approved by Borrower pursuant to the terms of this Agreement, (b) a Disclosure Document with respect to which Borrower has an indemnity obligation pursuant to Section 9.10 that has been provided to Borrower for review and approval but Borrower has failed to timely provide such review and approval, or (c) such materials or other written information provided by Borrower hereunder that will be included with Borrower’s knowledge at the time of such provision in a Disclosure Document and (ii) if Borrower has any liability in respect of the foregoing clause (i), such liability shall exist, as contemplated pursuant to the last sentence of Section 9.10(b), whether or not the Borrower has executed an indemnification agreement pursuant to Section 9.10(b)).

“EBITDAM” shall mean, with respect to the Consolidated Entities for any period, the Consolidated Net Income of the Consolidated Entities plus the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vi) below reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined):

(i) provision for taxes based on income, profits or capital for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

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(ii) Interest Expense for such period (net of interest income for such period),

(iii) depreciation and amortization expenses for such period including, but not exclusively, the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (y) any amendment or other modification of such Indebtedness, and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any such Indebtedness,

(v) restructuring charges or reserves (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges), to the extent that such expenses, charges or reserves are considered to be extraordinary expenses under GAAP,

(vi) any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Consolidated Entities,

(vii) any other non-cash charges; provided, that, for purposes of this subclause (vii), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(viii) management fees and expenses (including reimbursable expenses) equal to the actual management fees and expenses (including reimbursable expenses) paid under the Management Agreement, without double counting actual amounts incurred and otherwise reflected in the calculation of EBITDAM, and

(ix) if the Captive Insurance Company shall be utilized to provide terrorism coverage hereunder, the amount of the premiums expended by Mortgage Borrower to obtain such terrorism coverage to the extent such amount exceeds the Terrorism Premium Limit and such excess is retained by the Captive Insurance Company;

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provided that EBITDAM shall be reduced by the sum of (without duplication and to the extent the amounts described in this proviso increased such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDAM is being determined) non-cash items increasing Consolidated Net Income of the Consolidated Entities for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDAM in any prior period).

EBITDAM for any period will be calculated substantially in the form of Exhibit D to the Mortgage Loan Agreement.

“ECF Purchases” has the meaning set forth in the Note Sales Agreement.

“Eighth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XXI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Eighth Mezzanine Borrower” shall mean one of the Eighth Mezzanine Borrowers individually, or the Eighth Mezzanine Borrowers collectively, as the context shall require.

“Eighth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Eighth Mezzanine Notes.

“Eighth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Eighth Mezzanine Loan Agreement from time to time. The Eighth Mezzanine Lender as of the date hereof is Goldman Sachs Mortgage Company.

“Eighth Mezzanine Loan” shall mean that certain loan made by the Eighth Mezzanine Lenders to Eighth Mezzanine Borrower as of the Original Closing Date. When made, the Eighth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Eighth Mezzanine Loan is in the outstanding principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500.00). The Eighth Mezzanine Loan is evidenced and/or secured by the Eighth Mezzanine Loan Agreement and the Eighth Mezzanine Loan Documents.

“Eighth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Eighth Mezzanine Loan Agreement, dated as of the date hereof, between Eighth Mezzanine Lenders and Eighth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Eighth Mezzanine Loan Documents” shall mean the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Eighth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Eighth Mezzanine Notes” shall mean the “Notes” as defined in the Eighth Mezzanine Loan Agreement.

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“Eligibility Requirements” means, with respect to any Person, that such Person (a) has total assets (in name or under management) in excess of $4,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $1,000,000,000, (b) is regularly engaged in the business of owning and operating commercial real estate properties, (c) is not currently, and its principals are not currently, subject to a Bankruptcy Action and for the immediately preceding ten (10) years, neither it nor any material subsidiary has been subject to a Bankruptcy Action, and (d) has not been, and its principals have not been, convicted and is not under current indictment for a felony or crime involving moral turpitude, has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and is not an organized crime figure.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P and “A2” by Moody’s).

“Embargoed Person” shall have the meaning set forth in Section 4.1.35 hereof.

“Environmental Indemnity” shall mean that certain Amended and Restated Environmental Indemnity Agreement (Ninth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, any equipment now owned or hereafter acquired by Mortgage Borrower, Manager or Operating Company, which is used at or in connection with the Improvements or such Individual Property or is located thereon or therein, including (without limitation) all Gaming Equipment, all machinery, equipment, furnishings, and electronic data-processing and other office equipment now owned or hereafter acquired by or on behalf of Mortgage Borrower, Manager or Operating Company and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

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“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Excess Cash Flow Period” shall have the meaning set forth in the Note Sales Agreement.

“Exchange Act” shall have the meaning set forth in Section 9.10 hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FF&E” shall have the meaning set forth in the Mortgage Loan Agreement.

“FF&E Reserve Account” shall have the meaning set forth in Section 7.3 hereof.

“FF&E Reserve Fund” shall have the meaning set forth in Section 7.3 hereof.

“Fifth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fifth Mezzanine Borrower” shall mean one of the Fifth Mezzanine Borrowers individually, or the Fifth Mezzanine Borrowers collectively, as the context shall require.

“Fifth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fifth Mezzanine Notes.

“Fifth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fifth Mezzanine Loan Agreement from time to time. The Fifth Mezzanine Lenders as of the date hereof are listed on Schedule XXXI.

“Fifth Mezzanine Loan” shall mean that certain loan made by the Fifth Mezzanine Lenders to Fifth Mezzanine Borrower as of the Original Closing Date. When made, the Fifth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fifth Mezzanine Loan is in the outstanding principal amount of One Hundred Thirty Two Million Nine Hundred Twenty One Thousand Two Hundred Fifty and 01/100 Dollars ($132,921,250.01). The Fifth Mezzanine Loan is evidenced and/or secured by the Fifth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Documents.

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“Fifth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, between Fifth Mezzanine Lenders and Fifth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fifth Mezzanine Loan Documents” shall mean the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fifth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fifth Mezzanine Notes” shall mean the “Notes” as defined in the Fifth Mezzanine Loan Agreement.

“Filed Documents” shall have the meaning set forth in Section 11.8 hereof.

“First Extended Maturity Date” shall mean February 13, 2014, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“First Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “First Mezzanine Borrower” shall mean one of the First Mezzanine Borrowers individually, or the First Mezzanine Borrowers collectively, as the context shall require.

“First Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the First Mezzanine Note.

“First Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the First Mezzanine Loan Agreement from time to time. The First Mezzanine Lenders as of the date hereof are listed on Schedule XXVII.

“First Mezzanine Loan” shall mean that certain loan made by the First Mezzanine Lenders to First Mezzanine Borrower as of the Original Closing Date. When made, the First Mezzanine Loan was in the original principal amount of Three Hundred Million and No/100 Dollars ($300,000,000). As of the date hereof, the First Mezzanine Loan is in the outstanding principal amount of Two Hundred Ninety Million Ten Thousand and no/100 Dollars ($290,010,000). The First Mezzanine Loan is evidenced and/or secured by the First Mezzanine Loan Agreement and the First Mezzanine Loan Documents.

“First Mezzanine Loan Agreement” shall have the meaning set forth in the Recitals.

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“First Mezzanine Loan Documents” shall mean the First Mezzanine Loan Agreement, the First Mezzanine Notes, and all other documents and instruments executed and delivered in connection with the First Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“First Mezzanine Notes” shall mean the “Notes” as defined in the First Mezzanine Loan Agreement.

“First Period” shall mean the period from the Closing Date to and including September 9, 2011 (being the first Payment Date occurring after the twelfth full month following the Closing Date).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgage Borrower which is so related to the Land and the Improvements forming part of the Individual Property in question that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Individual Property, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgage Borrower’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Flamingo Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Flamingo Las Vegas” shall mean that certain Individual Property identified on Schedule II as the “Flamingo Las Vegas” and having a street address of 3555 Las Vegas Boulevard South, Las Vegas, Nevada.

“Flamingo Mortgage Borrower” shall mean “Flamingo Individual Borrower” as defined in the Mortgage Loan Agreement.

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“Force Majeure” shall mean any delay caused by reason of strike, lock-out or other labor trouble, casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other causes beyond Borrower’s reasonable control.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(e) hereof.

“Fourth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Fourth Mezzanine Borrower” shall mean one of the Fourth Mezzanine Borrowers individually, or the Fourth Mezzanine Borrowers collectively, as the context shall require.

“Fourth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Fourth Mezzanine Notes.

“Fourth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Fourth Mezzanine Loan Agreement from time to time. The Fourth Mezzanine Lenders as of the date hereof are listed on Schedule XXX.

“Fourth Mezzanine Loan” shall mean that certain loan made by the Fourth Mezzanine Lenders to Fourth Mezzanine Borrower as of the Original Closing Date. When made, the Fourth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Fourth Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Fourth Mezzanine Loan is evidenced and/or secured by the Fourth Mezzanine Loan Agreement and the Fourth Mezzanine Loan Documents.

“Fourth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, between Fourth Mezzanine Lenders and Fourth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Fourth Mezzanine Loan Documents” shall mean the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Fourth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Fourth Mezzanine Notes” shall mean the “Notes” as defined in the Fourth Mezzanine Loan Agreement.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

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“Gaming Authorities” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company, Manager or any of their respective subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory authority, body or agency which (a) has, or may at any time after the Original Closing Date have, jurisdiction over the gaming activities at any of the Properties or any successor to such authority or (b) is, or may at any time after the Original Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

“Gaming Equipment Facility Agreements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or the Operating Company or any of their respective subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company or any of their respective subsidiaries conducts any casino and gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by each Operating Company pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Operating Company under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable Casino Component, or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

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“Gaming Operating Reserve” shall mean, with respect to the Casino Component, such cash funds and reserves that are held and maintained on-site at each Individual Property by Operating Company, in its capacity as the duly licensed operator of the Casino Component, including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are established and maintained in compliance with all applicable Gaming Liquidity Requirements, (b) are solely for use in the day-to-day operation and management of each Casino Component in the ordinary course of business, and (c) in the case of each Individual Property, are in amounts customary and generally comparable for casinos comparable to the Individual Property in question.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, all Gaming Authorities having jurisdiction over the Properties (and any operations conducted thereat), Mortgage Borrower, Borrower, Manager and Operating Company. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Guarantor” shall mean, collectively, Guarantor (FF&E), Guarantor (Recourse Carveouts), Guarantor (Operating Lease) and any guarantor under any completion guaranty provided under Section 5.1.21.

“Guarantor (FF&E)” shall mean any Approved Guarantor. Initially, Guarantor (FF&E) shall mean Holdings, and its successors. If Holdings (or any replacement Guarantor (FF&E)) fails to meet the Minimum Value Test, then Borrower shall replace Holdings (or such replacement Guarantor (FF&E)), as the guarantor under the Guaranty (FF&E), with an Approved Guarantor.

“Guarantor (Operating Lease)” shall mean Holdings, and its successors.

“Guarantor (Recourse Carveouts)” shall mean Holdings, and its successors.

“Guaranty” shall mean, collectively, the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty and any completion guaranty provided under Section 5.1.21.

“Guaranty (FF&E)” shall mean that certain Amended and Restated Guaranty (FF&E) (Ninth Mezzanine Loan), dated as of the date hereof, from Guarantor (FF&E) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Guaranty (Recourse Carveouts)” shall mean that certain Amended and Restated Guaranty (Ninth Mezzanine Loan), dated as of the date hereof, from Guarantor (Recourse Carveouts) to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Harrah’s AC Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

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“Harrah’s Atlantic City Property” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Atlantic City” and having a street address of 777 Harrah’s Boulevard, Atlantic City, New Jersey.

“Harrah’s Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Las Vegas” and having a street address of 3475 Las Vegas Boulevard South, Las Vegas, Nevada.

“Harrah’s Laughlin” shall mean that certain Individual Property identified on Schedule II as “Harrah’s Laughlin” and having a street address of 2900 South Casino Drive, Laughlin, Nevada.

“Harrah’s LV Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Harrah’s LV Mortgage Borrower” shall mean “Harrah’s LV Individual Borrower” as defined in the Mortgage Loan Agreement.

“HOC” shall mean Harrah’s Operating Company, Inc., a Delaware corporation, and its successors.

“HOC Credit Agreement” means that certain Credit Agreement dated as of the Original Closing Date among HOC, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of each Individual Property devoted to the operation of a hotel and related facilities, excluding the Casino Component, but including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of such Individual Property, and (b) any theaters or performing arts spaces in the Individual Property in question. The Hotel Components are more particularly described and set forth in each Operating Lease, as applicable.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

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“Indemnified Liabilities” shall have the meaning set forth in Section 10.13 hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.10(b) hereof.

“Independent Director” or “Independent Manager” of any corporation or limited liability company shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of any Borrower or any of their respective Affiliates (other than as an Independent Director or Independent Manager of Borrower or an Affiliate of Borrower that (x) is a Special Purpose Entity, (y) is not in the direct chain of ownership of Borrower and (z) is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors, Independent Managers or managers in the ordinary course of business);

(ii) a creditor, supplier or service provider (including provider of professional services) to any Borrower or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider;

(iv) an independent manager, independent director or similar officer of any entity that is in the direct chain of ownership of the Borrower; provided, however, and notwithstanding anything to the contrary in clause (i) of this definition, that one Independent Director of each Borrower (but not both Independent Directors simultaneously) may serve as an independent director of

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(x) any entity that owns a direct or indirect interest in any Borrower and is required by a creditor to be a single purpose bankruptcy remote entity and (y) any entity that is a wholly owned direct or indirect subsidiary of the Borrower and is required by a creditor to be a single purpose bankruptcy remote entity; or

(v) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director or Independent Manager of a Special Purpose Entity affiliated with Borrower shall not be disqualified from serving as an Independent Director or Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Director or Independent Manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

“Individual Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) any Borrower, any Senior Mezzanine Borrower or any Mortgage Borrower, (ii) Guarantor, (iii) any Operating Company, (iv) any Operating Lease or Operating Lease Guaranty, (v) any Manager or any Management Agreement or (vi) the Collateral, the Senior Mezzanine Collateral or any Individual Property or any Hotel Component or Casino Component thereon; (b) the ability of any Borrower, any Senior Mezzanine Borrower, any Mortgage Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents to which it is a party; (c) the ability of any Operating Company to perform, in all material respects, its obligations under its Lease; (d) the ability of any Manager to perform, in all material respects, its obligations under the Management Agreement or any one of the Management Agreements; (e) the enforceability or validity of (i) any Operating Lease or Operating Lease Guaranty, or (ii) any Loan Document, Senior Mezzanine Loan Document, Mortgage Loan Document or the perfection or priority of any Lien created under any Loan Document, Senior Mezzanine Loan Document or Mortgage Loan Document; (f) the value of, or cash flow from, any Individual Property, the Collateral, the Senior Mezzanine Collateral or the operations thereof; or (g) the material rights, interests and remedies of any Lender under any of the Loan Documents.

“Individual Property” shall mean, individually, any one of the properties identified on Schedule II and encumbered by the Mortgage in respect of such property and, with respect to each such property, the Improvements, all Fixtures, all Equipment, all FF&E and all personal property owned by Mortgage Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”.

“Information Recipient” shall have the meaning set forth in Section 11.7 hereof.

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“Initial Lender” shall mean Goldman Sachs Mortgage Company, and each Affiliate of such Lender that has become or becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6.

“Initial Maturity Date” shall mean February 13, 2013, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated the Swap Closing Date delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, as confirmed and updated by Richards, Layton and Finger LLP on the date hereof.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in Mortgage Loan Agreement.

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of the date hereof, among Mortgage Lender and the Mezzanine Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time (subject to the provisions of Section 9.11 regarding any such amendments).

“Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to equipment financing and equipment leases allocable to interest expense, (b) capitalized interest of such Person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any indebtedness which are payable to any Person other than Borrower. For purposes of the foregoing, interest on equipment financing or equipment leases shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such equipment financing or equipment lease in accordance with GAAP.

“Interest Period” shall mean (a) for the first interest period hereunder, the period commencing on the date hereof and ending on (and including) September 14, 2010, and (b) for each interest period thereafter (commencing with the interest period beginning on September 15, 2010), the period commencing on the fifteenth (15 ^th) day of each calendar month and ending on (and including) the fourteenth (14^th) day of the following calendar month. Each Interest Period above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean, as applicable, the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) dated as of January 28, 2008, between Borrower and an Acceptable Counterparty or a Replacement Interest Rate Cap Agreement.

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“IP License” shall have the meaning set forth in Mortgage Loan Agreement.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors in interest.

“Laughlin Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Laughlin Mortgage Borrower” shall mean “Laughlin Individual Borrower” as defined in the Mortgage Loan Agreement.

“Lease” shall mean any lease (including the Operating Lease), sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto (including the Operating Lease Guaranty).

“Legal Requirements” shall mean, with respect to each Individual Property, the Collateral, and the Senior Mezzanine Collateral, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property, the Senior Mezzanine Collateral, the Collateral or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

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“Lender” shall mean, as the context may require, each Initial Lender as well as any Person that becomes an Assignee hereunder pursuant to the provisions of Sections 9.3 and 9.6, individually, or all Initial Lenders, as well as any Persons that become Assignees hereunder pursuant to the provisions of Sections 9.3 and 9.6, collectively. The Lender (collectively) is also referred to herein, from time to time, as the “Noteholders”; and a Lender (individually) is also referred to herein, from time to time, as a “Noteholder”.

“Lender’s Share” shall mean a fraction, the numerator of which is the outstanding principal amount of the Loan and the denominator of which is the sum of the outstanding principal amounts of the Mortgage Loan, the Loan and the Other Mezzanine Loans (in each case, as of the date of determination).

“Liabilities” shall have the meaning set forth in Section 9.10 hereof.

“LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded to the next nearest 1/100 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender (or Servicer, on Lender’s behalf) shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender (or Servicer, on Lender’s behalf) shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“Lien” shall mean, with respect to each Individual Property, the Senior Mezzanine Collateral and the Collateral, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Borrower, Senior Mezzanine Borrower, Mortgage Borrower, any Individual Property, the Senior Mezzanine Collateral or the Collateral, any portion of either or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any

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financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Liquidation Event” shall have the meaning set forth in Section 2.4.3(b) hereof.

“Loan” shall have the meaning set forth in the Recitals hereto.

“Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Loan (as of the date of determination).

“Loan Documents” shall mean, collectively, this Agreement, the Notes, the Pledge Agreement, the Environmental Indemnity, the O&M Agreement, the Guaranty (Recourse Carveouts), the Guaranty (FF&E), the Collateral Assignment of Interest Rate Cap Agreement, the Contribution Agreement, the Omnibus Assignment and Assumption (Initial Lenders), the Omnibus Amendment (Windstorm Intercreditor), the Note Sales Agreement and all other documents executed and/or delivered in connection with the Original Loan and the Loan, as any of the same may have been (or may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Party” shall mean, collectively, Mortgage Borrower, Borrower, Senior Mezzanine Borrower, Principal and Guarantor.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any of the following: (a) with respect to any Individual Property, any Lease (i) covering in excess of forty thousand (40,000) net rentable square feet at such Individual Property or (ii) made with a tenant that is a tenant under another Lease at such Individual Property (or with a tenant that is an Affiliate of a tenant under another Lease at such Individual Property) if any such Leases, together, cover in excess of forty thousand (40,000) net rentable square feet or more at such Individual Property, (b) any Lease of space at any Individual Property with an Affiliate of Mortgage Borrower, or (c) any Lease that is not the result of arm’s-length negotiations; provided, however, that the Operating Lease shall not constitute a Major Lease for purposes of this Agreement.

“Management Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of Holdings, HOC and their subsidiaries, as the case may be, on the Original Closing Date together with (x) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of HOC or Holdings, as the case may be, was approved by a vote of a majority of the directors of HOC or Holdings, as the case may be, then still in office who were either directors on the Original Closing Date or whose election or nomination was previously so approved and (y) executive officers and other management personnel of HOC, Holdings and their subsidiaries, as the case may be, hired at a time when the directors on the Original Closing Date together with the directors so approved constituted a majority of the directors of HOC or Holdings, as the case may be.

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“Manager” shall have the meaning set forth in the Mortgage Loan Agreement.

“Material Alteration” shall mean any Alteration with respect to all or a portion of any Individual Property that (i) when aggregated with all other Alterations at such Individual Property then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof or (ii) when aggregated with all other Alterations at the Properties, including such Individual Property, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof (and, as used herein, “Threshold Amount” shall mean whichever of said five percent (5%) or ten percent (10%) amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”); provided, that, in determining whether one or more Alterations comprise a Material Alteration, there shall not be included (a) merely decorative work such as painting, wall papering, carpeting and replacement of FF&E to the extent the same are of a routine and recurring nature and performed in the ordinary course of business; (b) tenant improvement work performed by a tenant pursuant to the terms of any Lease (other than the Operating Lease) entered into in accordance with the terms hereof, so long as such work does not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) any Alterations which are performed in connection with the Restoration of any portion of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) the Convention Center Project.

“Material Indebtedness” shall mean Indebtedness in an aggregate principal amount exceeding $150 million.

“Maturity Date” shall mean (i) the Initial Maturity Date, (ii) the First Extended Maturity Date if the conditions to extending the term of the Loan beyond the Initial Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, (iii) the Second Extended Maturity Date if the conditions to extending the term of the Loan beyond the First Extended Maturity Date (as set forth in Section 2.7) are satisfied and the term of the Loan is so extended, or (iv) such other date on which the final payment of principal of the Notes becomes due and payable as therein or herein provided, whether at maturity, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

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“Mezzanine Borrower” shall mean, individually, any one of the Mezzanine Borrowers.

“Mezzanine Borrowers” shall mean, collectively, Borrower, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower and Eighth Mezzanine Borrower.

“Mezzanine Collection Account” shall have the meaning set forth in Section 2.6.4 hereof.

“Mezzanine Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the First Mezzanine Debt Service, (c) the Second Mezzanine Debt Service, (d) the Third Mezzanine Debt Service, (e) the Fourth Mezzanine Debt Service, (f) the Fifth Mezzanine Debt Service, (g) the Sixth Mezzanine Debt Service, (h) the Seventh Mezzanine Debt Service and (i) the Eighth Mezzanine Debt Service.

“Mezzanine Lenders” shall mean, collectively, the Lenders, the First Mezzanine Lenders, the Second Mezzanine Lenders, the Third Mezzanine Lenders, the Fourth Mezzanine Lenders, the Fifth Mezzanine Lenders, the Sixth Mezzanine Lenders, the Seventh Mezzanine Lenders and the Eighth Mezzanine Lenders; and “Mezzanine Lender” shall mean any or all of the Mezzanine Lenders, as the context shall require.

“Mezzanine Loan Agreements” shall mean collectively, this Agreement, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement and the Eighth Mezzanine Loan Agreement.

“Mezzanine Loan Amount” shall mean, as determined from time to time, the outstanding principal balance of the Mezzanine Loans in the aggregate (as of the date of determination).

“Mezzanine Loan Documents” shall mean, collectively, the Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents and the Eighth Mezzanine Loan Documents.

“Mezzanine Loans” shall mean, collectively, the Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan.

“Mezzanine Notes” shall mean, collectively, the Notes, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes, the Fifth Mezzanine Notes, the Sixth Mezzanine Notes, the Seventh Mezzanine Notes and the Eighth Mezzanine Notes.

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“Minimum Value Test” shall mean, with respect to any Person, that the greater of the book value or the fair market value of the assets of such Person (excluding, for purposes of making such determination, the value of the Properties) exceeds Five Billion and no/100 Dollars ($5,000,000,000.00) in the aggregate, as certified to Lender in an Officer’s Certificate prepared in good faith based on the most recent financial statements of such Person.

“Monthly Disbursements” shall have the meaning set forth in Section 2.6.2.

“Monthly FF&E Reserve Amount” means the monthly deposit for FF&E required pursuant to Section 7.3 of this Agreement.

“Monthly Tax and Insurance Amount” means the monthly deposit for Taxes and Insurance required pursuant to Section 7.2 of this Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean (a) with respect to each Individual Property (other than a Swap Property), that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Original Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Individual Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Swap Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt) and Security Agreement, dated as of the Swap Closing Date, executed and delivered by Mortgage Borrower as security for the Mortgage Loan and encumbering such Swap Property in favor of Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender), as amended on the date hereof and as each of the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Borrower” shall mean, collectively, the entities set forth on Schedule XIII hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein the term “Mortgage Borrower” shall mean one of the Mortgage Borrowers individually or the Mortgage Borrowers collectively, as the context shall require.

“Mortgage Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Mortgage Note and the Mortgage Loan Agreement.

“Mortgage Lender” shall mean, collectively, the Persons referred to as “Lender” under the Mortgage Loan Agreement from time to time. The Mortgage Lenders as of the date hereof are listed on Schedule XXVI.

“Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

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“Mortgage Loan Amount” shall mean, as determined from time to time, the outstanding principal amount of the Mortgage Loan.

“Mortgage Loan Collateral Agent” shall have the meaning set forth in Section 2.6.1(a).

“Mortgage Loan Default” shall mean a “Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Mortgage Loan Agreement, the Mortgage Note, the Mortgage and all other documents and instruments executed and delivered in connection with the Mortgage Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Mortgage Loan Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

“Mortgage Loan Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall mean the “Note” as defined in the Mortgage Loan Agreement.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a

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refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Sales Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Syndication Arrangement” shall have the meaning set forth in Section 9.11(a) hereof.

“Note” or “Notes” shall mean Note A-8.

“Note A-8” shall mean that certain Second Amended and Restated Promissory Note A-8 (Ninth Mezzanine Loan), dated as of the date hereof, executed by Borrower and Goldman Sachs Mortgage Company and payable to the order of Goldman Sachs Mortgage Company in the amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and No/100 Dollars ($9,157,500), as the same may hereafter be amended, supplemented, severed, consolidated or otherwise modified from time to time.

“Note Sales Agreement” shall have the meaning set forth in Mortgage Loan Agreement.

“Noteholder”, as used herein from time to time, shall refer to a Lender (individually); and “Noteholders”, as used herein from time to time, shall refer to the Lender (collectively).

“O&M Agreement” shall mean, with respect to each Individual Property (to the extent required by the environmental reports delivered to Lender or Mortgage Lender for each such Individual Property), that certain Amended and Restated Operations and Maintenance Agreement (Ninth Mezzanine Loan), dated as of the Swap Closing Date, between Borrower and JPM (as Lender), as amended pursuant to the Omnibus Assignment and Assumption (Initial Lender) (Ninth Mezzanine Loan) and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“O’Shea’s” shall have the meaning set forth in the Mortgage Loan Agreement.

“OC Accounts” shall have the meaning set forth in Section 2.6.1(b).

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or the general partner or managing member of Borrower, as applicable.

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“Off-Shore Accounts” shall mean the accounts more particularly described on Schedule V.

“Omnibus Amendment (Gaming Facility)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Amendment (Windstorm Intercreditor)” shall have the meaning set forth in Mortgage Loan Agreement.

“Omnibus Assignment and Assumption (Initial Lenders)” shall mean that certain Omnibus Amendment and Assignment (Initial Lenders) dated as of the date hereof among JPMorgan Chase Bank, N.A., as assignor, and the Initial Lenders, as assignee.

“Operating Company” shall mean, collectively, the tenants under the Operating Leases, and their successors and permitted assigns.

“Operating Company Annual Budget” shall mean, individually and collectively as the context requires, with respect to each Operating Company, the operating budget of such Operating Company, including all planned Capital Expenditures, prepared by such Operating Company (and submitted to the Board of Directors for such Operating Company) for the applicable Fiscal Year or other period.

“Operating Lease” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Agreements listed on Schedule VI, having a term of fifteen (15) years commencing on the Original Closing Date (or, with respect to those Operating Leases relating to a Swap Property, as of the Swap Closing Date), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof. Each Operating Lease originally dated as of the Original Closing Date only shall be referred to herein as an “Original Operating Lease”.

“Operating Lease Guaranty” shall mean, individually and collectively, as the context may require, those certain Amended and Restated Lease Guaranty Agreements listed on Schedule VIA, executed and delivered by Guarantor (Operating Lease), dated as of the date hereof, unconditionally guaranteeing the payment and performance by the Operating Company of all of its obligations under the Operating Lease and as such Lease Guaranty Agreements may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof.

“Operating Permits” shall have the meaning set forth in Section 4.1.22 hereof.

“Optional Note Purchases” shall have the meaning set forth in the Note Sales Agreement.

“Ordinary Course Dispositions” shall have the meaning set forth in Section 5.2.10.

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“Original Borrower” shall mean each Borrower (other than Paris Individual Borrower and Laughlin Individual Borrower), Original Tahoe Borrower and Original Showboat Borrower.

“Original Closing Date” shall mean January 28, 2008.

“Original Lender” shall have the meaning set forth in the Recitals hereto.

“Original Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Loan” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals hereto.

“Original Mortgage Loan” shall have the meaning set forth in the Recitals hereto.

“Original Showboat Borrower” shall mean Showboat Atlantic City Mezz 9, LLC (together with its successors in interest).

“Original Showboat Mortgage Borrower” shall mean Showboat Atlantic City Propco, LLC (together with its successors in interest).

“Original Tahoe Borrower” shall mean Tahoe Mezz 9 LLC (together with its successors in interest).

“Other Borrower Collateral” shall have the meaning set forth in Section 11.2.1 hereof.

“Other Borrowers” shall have the meaning set forth in Section 11.1 hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Mezzanine Borrowers” shall mean, individually or collectively as the context may require, all of the Mezzanine Borrowers other than Borrower.

“Other Mezzanine Debt Service” shall mean, individually or collectively as the context may require, all of the Mezzanine Debt Service other than the Debt Service.

“Other Mezzanine Lenders” shall mean, individually or collectively as the context may require, all of the Mezzanine Lenders other than Lender.

“Other Mezzanine Loans” shall mean, individually or collectively as the context may require, all of the Mezzanine Loans other than the Loan.

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“Other Mezzanine Loan Agreements” shall mean, individually or collectively as the context may require, all of the Mezzanine Loan Agreements other than this Agreement.

“Other Mezzanine Loan Amounts” shall mean, as determined from time to time, the outstanding principal amounts of all of the Mezzanine Loans other than the Loan.

“Owner’s Title Policy” shall mean those certain ALTA extended coverage owner’s policies of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of the Property.

“Paris Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Paris Las Vegas” shall mean that certain property identified in Schedule II as Paris-Las Vegas, having a street address of 3655 South Las Vegas Boulevard, Las Vegas, Nevada.

“Participant” shall have the meaning set forth in Section 9.4 hereof.

“Participant Register” shall have the meaning set forth in Section 9.4 hereof.

“Payment Date” shall mean the ninth (9^th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 9, 2010 and continuing to and including the Maturity Date. Notwithstanding the foregoing, the Payment Date in the final Interest Period shall be the Maturity Date (i.e., the second to last Business Day in such Interest Period rather than the ninth calendar day of such month).

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively (a) the Liens and security interests created by the Mortgage Loan Documents; (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policies relating to such Individual Property or any part thereof; (c) Liens, if any, for Taxes and Other Charges imposed by any Governmental Authority not yet due or delinquent; (d) the Operating Lease; (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion; (f) any Lien being contested by Borrower in good faith by appropriate proceedings, provided that (i) no Default or Event of Default has occurred and remains uncured, (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances, (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost, (iv) such proceeding shall suspend the enforcement of the contested Lien against Mortgage Borrower and any Individual Property, and (v) Borrower shall furnish such security as may be required by GAAP or as may be reasonably requested by Lender; (g) statutory Liens for amounts not yet due and payable, provided that no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (h) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security; (i) any Lien securing the financing of

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FF&E (including equipment leases) entered into by Mortgage Borrower or Operating Company in the ordinary course of business, subject to the limitations specified in the definitions of “Permitted Indebtedness” and “Permitted Indebtedness (Operating Company)”, as applicable; (j) rights of tenants under Leases, as tenants only; (k) rights of hotel guests at the Hotel Components of the Properties; (l) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred or entered into in the ordinary course of business which do not, in each case, have an Individual Material Adverse Effect, and (m) liens securing equipment financing leases and/or equipment acquisition financings permitted hereunder as “Permitted Indebtedness (Operating Company),” subject to the final sentence of said definition, or as “Permitted Indebtedness”.

“Permitted Fund Manager” means any Person that on the date of determination (a) is one of the entities listed on Schedule VII or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (b) is investing through a fund with committed capital of at least $1,000,000,000, (c) is not subject to a Bankruptcy Action, (d) has not been, and none of its material subsidiaries has been, subject to a Bankruptcy Action for the preceding 5 years, (e) has not been convicted and is not under current indictment for a felony or crime involving moral turpitude, (f) has not been found by a court of competent jurisdiction to have violated federal or state securities laws, and (g) is not an organized crime figure (as determined by Lender in its reasonable discretion).

“Permitted Holder” shall mean each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the capital stock of Holdings and that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the voting Equity Interests of Holdings, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date), other than any of the other Permitted Holders specified in clauses (i) and (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests thereof, and (iv) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Original Closing Date) the members of which include any of the other Permitted Holders specified in clauses (i) and (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the other Permitted Holders specified in clauses (i) and (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clauses (i) and (ii)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

“Permitted Indebtedness” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Indebtedness (Operating Company)” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Properties and the routine

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administration of Operating Company incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred (except in the case of equipment leases) and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Operating Company or its Affiliates engaged with respect to the Properties incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Lender in form and substance reasonably satisfactory to Lender, and (d) such other Indebtedness specifically permitted pursuant to the Operating Lease (including the Gaming Equipment Facility Agreements (as defined in the Mortgage Loan Agreement)). In no event shall the Permitted Indebtedness (Operating Company) of each Operating Company, determined on an aggregate basis, excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence, exceed five percent (5%) of the sum of the Mortgage Loan Amount and the Mezzanine Loan Amount in the aggregate as of the close of business on (and taking into account any Mezzanine Note repurchases closing on) the date hereof.

“Permitted Investments” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund the Senior Unsecured Notes (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) that constitutes “Permitted Refinancing Indebtedness” under the HOC Credit Agreement in effect as of the Original Closing Date.

“Permitted Tax Distributions” shall mean distributions by the Consolidated Entities to pay U.S. federal, state, local and foreign income taxes actually payable by the Consolidated Entities’ direct and indirect equity owners (or, in the case of any such owner that owns any assets other than direct or indirect equity of the Consolidated Entities, at any applicable time after the date hereof, the U.S. federal, state and local income taxes that would have been actually payable had such holder owned no other assets after the date hereof) by virtue of the fact that the Consolidated Entities are pass-through entities for U.S. federal, state or local income tax purposes (as applicable), for any such taxable year (or portion thereof) ending after the date hereof, including any amounts of such income taxes resulting from audit adjustments after the date hereof for any such taxable year (or portion thereof).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion.

“Platform” shall have the meaning set forth in Section 11.7 hereof.

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“Pledge Agreement” shall have the meaning set forth in the Recitals hereto.

“Pledged Company Interests” shall have the meaning set forth in the Pledge Agreement.

“Policies” shall have the meaning set forth in the Mortgage Loan Agreement.

“Post-Closing Reserve Amount” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.4.1 hereof.

“Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), as amended, (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq. and (d) all other Legal Requirements relating to money laundering or terrorism.

“Prime Rate” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal Eastern Edition from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal Eastern Edition for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal Eastern Edition ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index.

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number.

“Principal” shall mean, with respect to Harrah’s Las Vegas Mezz 9, LLC: Harrah’s Las Vegas, Inc., a Nevada corporation; with respect to Harrah’s Atlantic City Mezz 9, LLC: Harrah’s Atlantic City Holding, Inc., a New Jersey corporation; with respect to Rio Mezz 9, LLC: Rio Properties, Inc., a Nevada corporation; with respect to Flamingo Las Vegas Mezz 9, LLC: Flamingo Las Vegas Holding, Inc., a Nevada corporation; with respect to Harrah’s Laughlin Mezz 9, LLC: Harrah’s Laughlin, Inc., a Nevada corporation and with respect to Paris Las Vegas Mezz 9, LLC: Paris Las Vegas Holding, Inc., a Nevada corporation.

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“Projections” shall have the meaning set forth in Section 9.8 hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, the Mortgage Loan Agreement and the Mortgage.

“Provided Information” shall mean any and all financial and other information provided at any time by, or on behalf of, Borrower, Senior Mezzanine Borrower, or Mortgage Borrower with respect to the Loan, Senior Mezzanine Loan, Properties, Borrower, any Affiliates of Borrower, including Holdings, Guarantor and/or Operating Company.

“Public Lender” shall have the meaning set forth in Section 11.7 hereof.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings or any direct or indirect parent of Holdings which generates cash proceeds of at least $1,000.0 million.

“Qualified Transferee” means (a) any Mortgage Lender and any holder of any of the Mezzanine Notes, (b) Apollo Management, L.P., TPG Capital, L.P. f/k/a Texas Pacific Group, their respective Affiliates and senior or executive principals of Apollo Management, L.P. or TPG Capital, L.P. who are the holders from time to time of voting interests in Holdings, and investment funds Controlled by either of them (but excluding for purposes of this clause (b) “portfolio companies” of the foregoing), or (c) one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (c)(i) or (c)(ii) that satisfies the Eligibility Requirements;

(iv) any entity Controlled by any of the entities described in clause (a), (b) or clauses (c)(i) or (c)(iii) above, or Holdings or any entity Controlled by Holdings (provided in each case there shall have occurred no Change in Control);

(v) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, any Mezzanine Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO

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Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (v), such Person must be replaced by a Person meeting the requirements of this clause (v) within thirty (30) days; or

(vi) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (c)(i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (c)(i), (ii), (iii) or (iv) of this definition;

provided, however, that no Transferee shall be a Qualified Transferee if (and for so long as) such Transferee is, or is Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by a Gaming Authority.

“Qualified Trustee” means (a) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (b) an institution insured by the Federal Deposit Insurance Corporation or (c) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the Rating Agencies.

“Rating Agencies” shall mean, prior to a Securitization of the Loan (or any component thereof), each of S&P, Moody’s and Fitch and, following a Securitization of the Loan (or any component thereof), any nationally recognized statistical rating organization that has been engaged by or on behalf of Lender or its designee to rate the Loan or such component thereof or any Securities issued in such Securitization.

“Rating Agency Confirmation” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, no such Securities shall have been issued and are then outstanding or if any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

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“RDE Parcels” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“RDE Project Rights Holder” shall have the meaning set forth in the Mortgage Loan Agreement.

“Register” shall have the meaning set forth in Section 9.7 hereof.

“Regulation AB” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Regulation S-K” shall mean Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Regulation S-X” shall mean Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.

“Related Loan” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Related Property” shall have the meaning set forth in Section 5.1.11(e) hereof.

“Release” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Borrower” shall have the meaning set forth in Section 2.5.1 hereof.

“Release Price” shall mean, at any time, in connection with a release of an Individual Property from the Lien of a Mortgage as provided in Section 2.5, an amount equal to (i) in the case of any Individual Property other than the Paris Las Vegas or the Rio Las Vegas, one hundred ten percent (110%) of the applicable Allocated Loan Amount at such time with respect to such Individual Property, (ii) in the case of the Paris Las Vegas, one hundred twenty percent (120%) of the applicable Allocated Loan Amount at such time for the Paris Las Vegas and (iii) in the case of the Rio Las Vegas, the Net Sales Proceeds at the closing of the sale of the Rio Las Vegas (subject in all respects to the provisions of Section 2.5.1 of the Mortgage Loan Agreement (including, for the avoidance of doubt, the requirements set forth in Section 2.5.1 of the Mortgage Loan Agreement that (1) the sales price from the sale of the Rio Las Vegas must equal or exceed Three Hundred Million and no/100 Dollars ($300,000,000.00) in order for a sale of such Property to be permitted thereunder) and (2) the Post-Closing Reserve Amount, when available, be applied to the repayment of the Mortgage Loan or the Mezzanine Loans, as applicable)).

“Release Property” shall have the meaning set forth in Section 2.5.1 hereof.

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“REMIC Trust” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note.

“Rents” shall mean, with respect to each Individual Property, and without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or the Operating Company (or employees of Mortgage Borrower or the Operating Company) from any and all sources arising from or attributable to such Individual Property, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Mortgage Borrower or any operator or manager of the Hotel Components or the commercial spaces located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement (as such terms may be modified after the date hereof) and except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement following the termination of the Interest Rate Cap Agreement, including as a result of a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement reasonably approved in writing by Lender.

“Required Special Servicer Rating” shall mean (i) at least “CSS2-” by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Special Servicer, and (iii) if such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, a special servicer with respect to which Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities.

“Requisite Lenders” shall have the meaning set forth in Section 10.4 hereof.

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“Reserve Account” shall mean any one of the Tax and Insurance Escrow Account, the FF&E Reserve Account and any other escrow fund or reserve account established pursuant to the Loan Documents.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the FF&E Reserve Fund, any funds in any of the Reserve Accounts and in any other escrow fund or account established pursuant to the Loan Documents.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) collected by Mortgage Borrower or Operating Company.

“Rio Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto.

“Rio Las Vegas” shall mean that certain Individual Property identified on Schedule II as “Rio Las Vegas” and having a street address of 3700 W. Flamingo Road, Las Vegas, Nevada.

“Rio Mortgage Borrower” shall mean “Rio Individual Borrower” as defined in the Mortgage Loan Agreement.

“Routine Capital Improvements” shall have the meaning set forth in the Mortgage Loan Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Second Extended Maturity Date” shall mean February 13, 2015, or such earlier date on which the final payment of principal of the Loan or the Notes becomes due and payable as therein or herein provided whether at such stated maturity date, by declaration of acceleration or otherwise.

“Second Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XV hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Second Mezzanine Borrower” shall mean one of the Second Mezzanine Borrowers individually, or the Second Mezzanine Borrowers collectively, as the context shall require.

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“Second Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Second Mezzanine Notes.

“Second Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Second Mezzanine Loan Agreement from time to time. The Second Mezzanine Lenders as of the date hereof are listed on Schedule XXVIII.

“Second Mezzanine Loan” shall mean that certain loan made by the Second Mezzanine Lenders to Second Mezzanine Borrower as of the Original Closing Date in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Second Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Second Mezzanine Loan is evidenced and/or secured by the Second Mezzanine Loan Agreement and the Second Mezzanine Loan Documents.

“Second Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, between Second Mezzanine Lenders and Second Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Second Mezzanine Loan Documents” shall mean the Second Mezzanine Loan Agreement, the Second Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Second Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Second Mezzanine Notes” shall mean the “Notes” as defined in the Second Mezzanine Loan Agreement.

“Second Period” shall mean the period from the end of the First Period to and including September 9, 2012 (being the first Payment Date occurring after the twenty-fourth month following the Closing Date).

“Securities” shall have the meaning set forth in Section 9.9 hereof.

“Securities Act” shall have the meaning set forth in Section 9.10 hereof.

“Securitization” shall have the meaning set forth in Section 9.9 hereof.

“Senior Mezzanine Borrower” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower and Eighth Mezzanine Borrower.

“Senior Mezzanine Borrower Company Agreement” shall mean, collectively, the Limited Liability Company Agreements of each Senior Mezzanine Borrower, by applicable Mezzanine Borrower, as sole member, dated as of the Swap Closing Date.

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“Senior Mezzanine Collateral” shall mean, collectively, the “Collateral” as defined in the Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lender” shall mean, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender, Seventh Mezzanine Lender and Eighth Mezzanine Lender.

“Senior Mezzanine Loan” shall mean, collectively, the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan, Seventh Mezzanine Loan and Eighth Mezzanine Loan.

“Senior Mezzanine Loan Agreement” shall mean, individually and/or collectively as the context may require, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement and the Eighth Mezzanine Loan Agreement.

“Senior Mezzanine Loan Default” shall mean, collectively, a “Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents and the Eighth Mezzanine Loan Documents.

“Senior Mezzanine Loan Event of Default” shall mean, individually and/or collectively as the context may require, an “Event of Default” under any of the Senior Mezzanine Loan Documents.

“Senior Mezzanine Loan Reserve Funds” shall mean, collectively, the “Reserve Funds” as defined in the Senior Mezzanine Loan Agreement.

“Senior Unsecured Notes” shall mean HOC’s Senior Unsecured Notes issued pursuant to the Senior Unsecured Notes Indenture and any notes issued by HOC in exchange for, and as contemplated by, the Senior Unsecured Notes and the related registration rights agreement with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the Indenture dated as of February 1, 2008 pursuant to which the Senior Unsecured Notes were issued, among HOC and certain of its subsidiaries party thereto and the trustee named therein from time to time, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof.

“Servicer” shall have the meaning set forth in Section 9.1 hereof.

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“Seventh Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Seventh Mezzanine Borrower” shall mean one of the Seventh Mezzanine Borrowers individually, or the Seventh Mezzanine Borrowers collectively, as the context shall require.

“Seventh Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Seventh Mezzanine Notes.

“Seventh Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Seventh Mezzanine Loan Agreement from time to time. The Seventh Mezzanine Lenders as of the date hereof are listed on Schedule XXXIII.

“Seventh Mezzanine Loan” shall mean that certain loan made by the Seventh Mezzanine Lenders to Seventh Mezzanine Borrower as of the Original Closing Date. When made, the Seventh Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Seventh Mezzanine Loan is in the outstanding principal amount of Fifty Million Four Hundred Twelve Thousand Eighty-Three and 34/100 Dollars ($50,412,083.34). The Seventh Mezzanine Loan is evidenced and/or secured by the Seventh Mezzanine Loan Agreement and the Seventh Mezzanine Loan Documents.

“Seventh Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, between Seventh Mezzanine Lenders and Seventh Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Seventh Mezzanine Loan Documents” shall mean the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Seventh Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Seventh Mezzanine Notes” shall mean the “Notes” as defined in the Seventh Mezzanine Loan Agreement.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(b) hereof.

“Shared Services Agreement” shall mean that certain Second Amended and Restated Shared Services Agreement dated as of the date hereof among HOC, Holdings, Mortgage Borrower, Mezzanine Borrower, Operating Company and each Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Significant Obligor” shall have the meaning set forth in Section 5.1.11(e) hereof.

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“Sixth Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XIX hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Sixth Mezzanine Borrower” shall mean one of the Sixth Mezzanine Borrowers individually, or the Sixth Mezzanine Borrowers collectively, as the context shall require.

“Sixth Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Sixth Mezzanine Notes.

“Sixth Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Sixth Mezzanine Loan Agreement from time to time. The Sixth Mezzanine Lenders as of the date hereof are listed on Schedule XXXII.

“Sixth Mezzanine Loan” shall mean that certain loan made by the Sixth Mezzanine Lenders to Sixth Mezzanine Borrower as of the Original Closing Date. When made, the Sixth Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00). As of the date hereof, the Sixth Mezzanine Loan is in the outstanding principal amount of Ninety One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six and 67/100 Dollars ($91,666,666.67). The Sixth Mezzanine Loan is evidenced and/or secured by the Sixth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Documents.

“Sixth Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, between Sixth Mezzanine Lenders and Sixth Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Sixth Mezzanine Loan Documents” shall mean the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Sixth Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Sixth Mezzanine Notes” shall mean the “Notes” as defined in the Sixth Mezzanine Loan Agreement.

“Special Member” shall mean a Springing Member in a given Delaware limited liability company who has become a member in such limited liability company to the extent so provided in such limited liability company’s operating agreement.

“Special Purpose Entity” shall mean a corporation, limited partnership or limited liability company which at all times on and after the Original Closing Date (or, with respect to each of the Paris Individual Borrower and the Laughlin Individual Borrower, the Swap Closing Date):

(a) was and is organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Collateral, entering into this Agreement, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as a general partner of the limited partnership that owns the Collateral or member of the limited liability company that owns the Collateral;

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(b) has not engaged, is not engaged and will not engage in any business unrelated to (i) the ownership of the Collateral, (ii) acting as general partner of the limited partnership that owns the Collateral or (iii) acting as a member of the limited liability company that owns the Collateral, as applicable;

(c) has not had, does not have and will not have any assets other than the related Collateral and/or those related to the Collateral, the Properties or its partnership interest in the limited partnership or the member interest in the limited liability company that owns the Collateral or acts as the general partner or managing member thereof, as applicable;

(d) has not engaged, sought or consented to and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, transfer of partnership or membership interests (if such entity is a general partner in a limited partnership or a member in a limited liability company) or any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition;

(e) if such entity is a limited partnership, has, as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies satisfying the requirements of this definition “Special Purpose Entity”;

(f) if such entity is a corporation, has at least two (2) Independent Directors, and has not caused or allowed and will not cause or allow the board of directors of such entity to take any Bankruptcy Action unless two Independent Directors shall have participated in such vote;

(g) if such entity is a limited liability company without a Springing Member, has as its manager a Special Purpose Entity that is a Delaware corporation or limited liability company that has at least two Independent Directors;

(h) if such entity is a limited liability company with a Springing Member, is a limited liability company organized in the State of Delaware that has (i) at least 2 Independent Managers and has not caused or allowed and will not cause or allow the board of managers of such entity to take any Bankruptcy Action unless 2 Independent Managers shall have participated in such vote and (ii) at least 1 Springing Member that will become a member of such entity upon the dissolution, resignation or withdrawal of the existing member;

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(i) if such entity is (i) a limited liability company, has articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has a limited partnership agreement, or (iii) a corporation, has a certificate of incorporation or articles that, in each case, provide that such entity will not, while any obligations remain outstanding under the Loan Documents: (A) dissolve, merge, liquidate, consolidate; (B) sell all or substantially all of its assets or the assets of the Borrower (as applicable), except as permitted in connection with the release of an Individual Property as provided in Section 2.5.1; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition of Special Purpose Entity without the consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors and of all other directors of such entity or the general partner or managing member of such entity, take any Bankruptcy Action with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j) has been, is and will remain solvent and has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from and to the extent of its assets as the same shall become due, and is maintaining and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require the Member to make additional capital contributions to the company;

(k) has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(l) has maintained, maintains and will maintain its bank accounts, books and records separate from any other Person and will file its own tax returns separate from those of any other Person, except to the extent the company is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law; Borrower shall not have any obligation to reimburse its equityholders for any taxes that such equityholder may incur as a result of any profits or losses of the Borrower;

(m) has maintained, maintains and will maintain its own records, books, resolutions and agreements;

(n) except as contemplated by the Loan Documents with respect to co-borrowers under the Loan, has not commingled, does not commingle and will not commingle its funds or assets with assets of any other Person;

(o) has held, holds and will hold its assets in its own name;

(p) has conducted, conducts and will conduct its business in its own name;

(q) has maintained, maintains and will maintain its financial statements, accounting records and other entity documents separate and apart from any other Person and has not permitted and will not permit its assets to be listed on the financial statement of any other Person; provided, however, that, the company’s assets may be included in consolidated financial statement of its Affiliates, provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the company from such Affiliate and to indicate the company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the company’s own separate balance sheet;

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(r) has paid, pays and will pay its own liabilities and expenses, including the salaries of its own employees (if any), out of its own funds and assets, and has maintained and will maintain a sufficient number of employees (if any) in light of its contemplated business operations;

(s) has observed, observes and will observe all partnership, corporate or limited liability company formalities necessary to maintain its separate existence;

(t) has not, does not and will not incur, create, or assume any Indebtedness other than (i) the Loan, and other Permitted Indebtedness and (ii) certain Indebtedness to Affiliates that was incurred in connection with the formation of Borrower and Operating Company and the transfer of the Properties to Mortgage Borrower and was satisfied and/or released in full prior to the funding of the Loan hereunder;

(u) has not, does not and will not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as co-borrowers of the Loan or as general partner of a Borrower that is a limited partnership, in such capacity;

(v) has not, does not and will not acquire obligations or securities of its partners, members or shareholders or any Affiliate (other than Mortgage Borrower);

(w) has allocated, allocates and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x) has maintained and used, does maintain and use and will maintain and use separate stationery, invoices and checks, if any, bearing its name. The stationery, invoices, and checks, if any, utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y) has not pledged, does not pledge and will not pledge its assets for the benefit of any Person except as co-borrowers of the Loan;

(z) has held itself out and identified itself, holds itself out, and will hold itself out to the public and all other Persons and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person;

(aa) has maintained, maintains and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

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(bb) has not made, does not make and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity and other than the Gaming Equipment Facility Agreements);

(cc) has corrected and will correct any known misunderstanding regarding its separate identity and has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;

(dd) except for capital contributions or capital distributions permitted under the terms and conditions of this Agreement and properly reflected on the books and records of this company, has not entered into or been a party to, is not a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable and are comparable to those that would be obtained in an arm’s-length transaction with an unrelated third party (including an appropriate shared services agreement with Affiliates);

(ee) has no, and will not have, any obligation to, and will not, indemnify its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Debt and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation;

(ff) if such entity is a corporation, it shall consider the interests of its creditors in connection with all corporate actions;

(gg) has not, does not, and will not have, any of its obligations guaranteed by any Affiliate (except each Borrower as a co-borrower under the Loan, and except for any Guaranty);

(hh) has complied, complies, and will comply, with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct; and

(ii) has not formed, acquired or held, does not hold, and will not form, acquire, or hold, any subsidiary (whether corporate, partnership, limited liability company, or other) or own any equity interest in any other entity (other than, with respect to Borrower, its interest in Eighth Mezzanine Borrower, and with respect to Principal, its interest in Borrower), except (1) in the case of a general partner of Borrower that is a limited partnership with respect to the partnership interests in the Borrower or a member of Borrower that is a limited liability company with more than one member with respect to such membership interest and (2) in connection with the conveyances of O’Shea’s and the RDE Parcels contemplated by Sections 2.5.3 and 2.5.4 of this Agreement, the formation of any subsidiary of Borrower for the purpose of contributing O’Shea’s or the

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RDE Parcels to such subsidiary, the equity of which will be substantially concurrently with such contribution distributed to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate the conveyance of O’Shea’s and the RDE Parcels pursuant to Sections 2.5.3 and 2.5.4.

For the purposes of this definition as well as Section 4.1.30, all references to co-borrower shall include the Harrah’s LV Individual Borrower, the Harrah’s AC Individual Borrower, the Rio Individual Borrower and the Flamingo Individual Borrower as well as (i) the Original Tahoe Borrower and the Original Showboat Borrower from the Original Closing Date to the Swap Closing Date, (ii) the Paris Individual Borrower and the Laughlin Individual Borrower from and after the Swap Closing Date and (iii) Holdings, Paris Holding, Inc. and Harrah’s Laughlin, Inc. for the limited time that such entities assumed the obligations of the Original Loan in connection with the substitution of the Swap Property pursuant to Section 2.5.2 of the Original Loan Agreement.

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Specified Mezzanine Notes” shall have the meaning set forth in the Note Sales Agreement.

“Specified Payment Date” shall have the meaning set forth in the Note Sales Agreement.

“SPE Party” shall mean Borrower and any other Person that is required to be a “Special Purpose Entity” under applicable Rating Agency criteria so as to make Borrower a Special Purpose Entity.

“Sponsor” shall mean (i) Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, “Apollo”) and each Affiliate of Apollo (but not including, however, any of its portfolio companies), (ii) TPG Partners V, L.P. and other affiliated co-investment partnerships (collectively, “TPG”) and each Affiliate of TPG (but not including, however, any of its portfolio companies), and (iii) any individual who is a partner or employee of Apollo Management, L.P., Apollo, the Texas Pacific Group or TPG, to the extent such individual is licensed by a relevant Gaming Authority on the Original Closing Date or thereafter replaces any such licensee.

“Spread” shall mean (i) until the Initial Maturity Date, three percent (3.00%) per annum, (ii) from the Initial Maturity Date until the First Extended Maturity Date, three and one-half percent (3.5%) per annum, and (iii) from the First Extended Maturity Date until the Second Extended Maturity Date, four percent (4%) per annum.

“Springing Member” shall mean a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

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“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean four and one-half percent (4.5%).

“Subsequent Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“Survey” shall mean a survey of the Individual Property in question prepared pursuant to the requirements contained in Section 4.1.27 hereof.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (other than the Interest Rate Cap Agreement).

“Swap Closing Date” shall mean May 22, 2008.

“Swap Property” means, individually and collectively, as the context may require, each of the Paris Las Vegas and Harrah’s Laughlin.

“Syndication” shall have the meaning set forth in Section 9.8 hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Third Mezzanine Borrower” shall mean, collectively, the entities set forth on Schedule XVI hereto, each a Delaware limited liability company, together with their respective successors and permitted assigns. As used herein, the term “Third Mezzanine Borrower” shall mean one of the Third Mezzanine Borrowers individually, or the Third Mezzanine Borrowers collectively, as the context shall require.

“Third Mezzanine Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under the Third Mezzanine Notes.

“Third Mezzanine Lenders” shall mean, collectively, the Persons referred to as “Lender” under the Third Mezzanine Loan Agreement from time to time. The Third Mezzanine Lenders as of the date hereof are listed on Schedule XXIX.

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“Third Mezzanine Loan” shall mean that certain loan made by the Third Mezzanine Lenders to Third Mezzanine Borrower as of the Original Closing Date. When made, the Third Mezzanine Loan was in the original principal amount of Two Hundred Seventy Five Million and No/100 Dollars ($275,000,000). As of the date hereof, the Third Mezzanine Loan is in the outstanding principal amount of Two Hundred Sixty Five Million Eight Hundred Forty Two Thousand Five Hundred and no/100 Dollars ($265,842,500). The Third Mezzanine Loan is evidenced and/or secured by the Third Mezzanine Loan Agreement and the Third Mezzanine Loan Documents.

“Third Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, between Third Mezzanine Lenders and Third Mezzanine Borrower, as the same may hereafter be amended, supplemented, or otherwise modified from time to time.

“Third Mezzanine Loan Documents” shall mean the Third Mezzanine Loan Agreement, the Third Mezzanine Notes and all other documents and instruments executed and delivered in connection with the Third Mezzanine Loan, as such documents may be amended, modified and restated in accordance with their respective terms.

“Third Mezzanine Notes” shall mean the “Notes” as defined in the Third Mezzanine Loan Agreement.

“Third Period” shall mean the period from the end of the Second Period to and including the Initial Maturity Date.

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration.

“Title Insurance Policies” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Mortgage Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Mortgage Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise. A Transfer shall include, but not be limited to, (a) an installment sales agreement wherein Mortgage Borrower agrees to sell an Individual Property or any part thereof or Borrower agrees to sell the Collateral, in each case, for a price to be paid in installments; and (b) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (c) if a Person restricted or affected by the provisions of this Agreement is a corporation, any merger, consolidation or sale or pledge of such corporation’s stock or the creation or issuance of new stock; (d) if a Person restricted or affected

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by the provisions of this Agreement is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the sale or pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the sale or pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (e) if a Person restricted or affected by the provisions of this Agreement is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the sale or pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the sale or pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (f) if a Person restricted or affected by the provisions of this Agreement is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Person or the creation or issuance of new legal or beneficial interests; or (g) any direct or indirect sale, assignment, conveyance, transfer, pledge or other disposition (by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise) of the Collateral or any part thereof or any legal or beneficial interest therein.

“Transferee” shall mean the Person to whom a Transfer is being effected.

“True Lease Opinion” shall mean (a) with respect to each Operating Lease (other than those Operating Leases relating to a Swap Property) those certain true lease opinion letters dated as of the Original Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan, and updated by Cleary Gottlieb Steen & Hamilton LLP as of the Swap Closing Date and (b) with respect to each Operating Lease relating to a Swap Property, those certain true lease opinion letters dated as of the Swap Closing Date and delivered by Cleary Gottlieb Steen & Hamilton LLP in connection with the Loan.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“Upfront Purchase” shall have the meaning set forth in the Note Sales Agreement.

“U.S. Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged or other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“Voting Matters” shall have the meaning set forth in Section 9.11(a) hereof.

“Windstorm Insurance Intercreditor Agreement” means that certain Windstorm Insurance Intercreditor Agreement, dated as of the Original Closing Date, by and among JPM (as Mortgage Lender), the mezzanine lenders a party thereto, each of the “Other Owners” named therein and made a party thereto, Holdings, Bank of America, N.A., and the “Other Secured Parties” named therein and made a party thereto, as supplemented by that certain

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Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement dated as of the Swap Closing Date, by and among Original Showboat Mortgage Borrower, Holdings and Mortgage Lender, as amended by the Omnibus Amendment (Windstorm Intercreditor) and as the same may hereafter be further amended, supplemented, or otherwise modified from time to time.

“Working Capital Account” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and, for the avoidance of doubt, any use of a singular term to define more than one (“Borrower” or “Lender”, for example) shall mean any or all of such term unless the context shall indicate otherwise. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) or defined by reference to the Mortgage Loan Agreement shall have the meaning set forth in the Mortgage Loan Agreement as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless the Requisite Lenders shall have consented to such amendment. Provisions of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements referred to or incorporated herein by reference shall be such provisions of the Mortgage Loan Agreement or Other Mortgage Loan Agreements, as applicable, as of the Closing Date, notwithstanding any subsequent amendment of the Mortgage Loan Agreement or Other Mezzanine Loan Agreements to such provision unless the Requisite Lenders shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to”, “Borrower shall not permit Mortgage Borrower to”, “Borrower shall cause Senior Mezzanine Borrower to”, “Borrower shall not permit Senior Mezzanine Borrower to”, “Borrower shall cause Operating Company to” or “Borrower shall not permit Operating Company to” (or words of similar meaning) shall mean Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower or Operating Company (subject to the provisions of Section 1.3 or Section 5.3), as applicable, to so act or not to so act, as applicable. All uses of the words “term of the Loan” or words of similar import when used in this Agreement shall refer to the “term of the Loan” commencing as of the Original Closing Date.

Section 1.3. Direction of Mortgage Borrower or with Respect to the Properties. Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Mortgage Borrower and/or Senior Mezzanine Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Mortgage Borrower, Senior Mezzanine Borrower or any of the Properties or the Senior Mezzanine Collateral, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in Borrower’s capacity

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as the sole member of Eighth Mezzanine Borrower but not directly with respect to Senior Mezzanine Borrower, Mortgage Borrower or any of the Properties or in any other manner which would violate any of the covenants contained in Section 4.1.30 (Special Purpose Entity) hereof or other similar covenants contained in Borrower’s organizational documents.

II. GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow. Borrower acknowledges that the Loan was made on the Original Closing Date, in a single borrowing.

2.1.2 Single Borrowing. Any amount repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Notes, the Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Notes (in the aggregate principal amount of Nine Million One Hundred Fifty Seven Thousand Five Hundred and 00/100 Dollars ($9,157,500.00) and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds. Pursuant to the terms of the Original Loan Agreement, Borrower was to use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower (through each Senior Mezzanine Borrower) in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Original Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

2.1.5 Component Notes. Lender shall have the right at any time to modify the Loan or a Note in order to create an additional note or additional notes, reduce the number of notes, reallocate the principal balances of the Notes or notes or eliminate the component note structure of the Loan provided that (a) the aggregate stated principal amount of the Loan on the date of each such adjustment shall equal the aggregate stated principal amount of the Loan immediately prior to such adjustment, (b) the interest rate spread of the Loan or any Note shall not be modified and (c) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise). In connection with any such modification of the Note and notes, or the creation of additional note(s), (i) Borrower shall cooperate with all reasonable requests of Lender and shall execute and deliver such documents as shall reasonably be requested by Lender in connection therewith, all in form and substance reasonably satisfactory to the Borrower and Lender and, following a Securitization, the Rating Agencies, including, without limitation, (y) revised title insurance policies and Interest Rate Protection Agreements, and (z) such amendments to the Loan Documents as are reasonably requested; (ii) Lender shall have received opinions of legal counsel with respect to due execution, authority and enforceability of the amended Loan Documents, and additional or updated nonconsolidation opinions for the Loan, each in form reasonably acceptable to Lender (and, following a Securitization, the Rating

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Agencies); and (iii) other than following the occurrence and during the continuance of an Event of Default, Lender (on a pro rata basis as between the Noteholders) in the case of a request made by all of the Noteholders (or, in the case of the severance (or combination) of an individual Note (or individual Notes) at the request of an individual Noteholder or individual Noteholders, such Noteholder(s)), shall pay the actual, reasonable out-of-pocket costs and expenses incurred by Borrower in connection with the foregoing, including, without limitation, the actual, reasonable out-of-pocket legal fees incurred by Borrower in connection with any of the foregoing matters. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, such modifications shall not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or expose Borrower to any additional costs (other than as set forth above) or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof), and Borrower shall not be required to execute any document or agreement which would materially decrease its rights or materially increase its obligations relative to those set forth herein and in the other Loan Documents.

Section 2.2. Interest Rate.

2.2.1 Interest Generally. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from the Original Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate. Interest on the outstanding principal balance of the Loan existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate. (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

(b) Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of the Loan at LIBOR plus the Spread for the applicable Interest Period. Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

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(c) In the event that any Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then such Lender (or Servicer on behalf of such Lender) shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Period, to a Prime Rate Loan.

(d) If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and the applicable Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, such Lender (or Servicer on behalf of such Lender) shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Period.

(e) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority and imposed on any non-U.S. Noteholder due to a change in U.S. law after the date such non-U.S. Noteholder acquired its interest in the Loan (such non-excluded taxes, levies, imports, duties, charges, fees, deductions, reserves or withholdings being referred to collectively as “Foreign Taxes”), excluding (i) income and franchise taxes, (ii) any Taxes imposed by reason of any connection between the non-U.S. Noteholder and the taxing jurisdiction other than entering into this Agreement and receiving payments hereunder, and (iii) any Taxes imposed by reason of the non-U.S. Noteholder’s failure to complete and deliver to the Borrower, prior to the date on which the first payment to such Noteholder is due hereunder and (so long as it remains eligible to do so) from time to time thereafter, (x)(i) an Internal Revenue Service Form W-9 (or successor form) establishing that the Noteholder is not subject to U.S. backup withholding tax, (ii) an Internal Revenue Service Form W-8BEN (or successor form) certifying that such Noteholder is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments of interest to zero, or (iii) an Internal Revenue Service Form W-8ECI certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, as appropriate; and (y) any successor or additional form required by the Internal Revenue Service or any taxing authority reasonably requested by the Borrower in order to secure an exemption from, or reduction in the rate of, Foreign Taxes. If any Foreign Taxes are required to be withheld from any amounts payable to a Noteholder hereunder, the amounts so payable to such Noteholder shall be increased to the extent necessary to yield to such Noteholder (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to such Noteholder an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies each Noteholder for any incremental Foreign Taxes, interest or penalties that may

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become payable by each such Noteholder which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to each such Noteholder (as appropriate) the required receipts or other required documentary evidence thereof (provided such documents are reasonably available to the Borrower).

(f) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for any Lender to make or maintain a LIBOR Loan as contemplated hereunder and the events giving rise thereto affect similarly situated banks or financial institutions generally, (i) the obligation of such Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next succeeding Payment Date or within such earlier period as required by law.

(g) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority and the events giving rise thereto affect similarly situated banks or financial institutions generally:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, the office of the Lender that holds the interest in the Loan which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall hereafter require such Lender to hold additional capital against the Loan in excess of that currently required by Governmental Authorities to be held against loans similar in nature to the Loan; or

(iii) shall hereafter impose on such Lender any other condition affecting loans to borrowers subject to LIBOR-based interest rates and such Lender determines that, by reason thereof, the cost to such Lender of making or maintaining the Loan to Borrower is increased, or any amount received by such Lender hereunder in respect of any portion of the Loan is reduced, in each case by an amount deemed by such Lender in good faith to be material;

then, in any such case, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as determined in good faith by such Lender. If such Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), such Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by a Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

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(h) No Lender shall be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes or other amounts incurred or which accrued more than ninety (90) days before the date such Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.2.3, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(i) For purposes of this Section 2.2.3, the term “Lender” shall include the present and future participants of each Lender to the extent of Foreign Taxes imposed by reason of such Lender or participant’s interest in the Loan and each such Lender’s or participant’s increased costs or reduction in amount received or receivable hereunder or any reduced rate of return, in each case payable by Borrower under this Section 2.2.3.

2.2.4 Additional Costs. Each Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of such Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any material additional costs, expenses or risk to such Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other material respect to such Lender as determined by such Lender in its sole but reasonable discretion.

2.2.5 Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6 Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to any Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

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2.2.7 Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into a Collection Account. Borrower shall take all actions reasonably requested by Collateral Agent to enforce Collateral Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and, except as set forth in the Collateral Assignment of Interest Rate Cap Agreement, shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Moody’s to below the ratings set forth in the definition of “Acceptable Counterparty”, Borrower (i) shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement (or cause the Counterparty or an Affiliate thereof to post collateral acceptable to Lender) not more than fifteen (15) Business Days following receipt of notice of such downgrade, withdrawal or qualification (and meeting the requirements set forth in this Section 2.2.7) from an Acceptable Counterparty, (ii) if a Replacement Interest Rate Cap Agreement is provided to Lender, then if requested by Lender, shall provide to Lender an opinion of counsel to such Acceptable Counterparty in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender), and (iii) shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to an assignment in the form of the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Replacement Interest Rate Cap Agreement.

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(d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) In connection with any Interest Rate Cap Agreement provided to Lender as herein required, if requested by Lender, Borrower shall obtain and deliver to Lender an opinion of counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A to the Mortgage Loan Agreement (with such changes as shall be reasonably approved by Lender).

(f) Borrower hereby represents, warrants and covenants that all of the terms, covenants, and conditions contained in the Interest Rate Cap Agreement (as amended as of the Closing Date and assigned to the Collateral Agent) shall be and remain in full force and effect, and the Interest Rate Cap Agreement is hereby ratified, reaffirmed and republished in its entirety. Further, it is expressly understood that any assignments and amendments to the Interest Rate Cap Agreement effected simultaneously herewith do not and shall not (i) give rise to any defense, set-off, right of recoupment, claim or counterclaim with respect to any of Borrower’s obligations under the Interest Rate Cap Agreements or the Collateral Assignment of Interest Rate Cap Agreement, (ii) operate as a waiver of any of Lender’s rights, powers or privileges under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement, or (iii) prejudice, limit or affect in any way any present or future rights, remedies, powers or benefits available to Lender (or Collateral Agent) under the Interest Rate Cap Agreement or the Collateral Assignment of Interest Rate Cap Agreement. Lastly, Borrower hereby agrees and acknowledges that (a) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Caps to the “Loan Agreement” shall mean this Agreement and (b) all references in the Interest Rate Cap Agreement and Collateral Assignment of Interest Rate Cap to the “Loan” shall mean the Loan, as defined in this Agreement. The foregoing representations, warranties and agreements are made for the benefit of Borrower, Collateral Agent, the Lenders and the existing Counterparty under the Interest Rate Cap Agreement (that is intended to be a third party beneficiary of the provisions of this paragraph).

(g) The Interest Rate Cap Agreement in effect on the date hereof shall terminate on the Initial Maturity Date (unless such Interest Rate Cap Agreement terminates sooner upon the occurrence of certain events of default or termination events, as more fully provided therein). Borrower has advised Lenders that if and when Borrower reduces the notional amounts of the Interest Rate Cap Agreement hereunder and under the Mortgage Loan and the Other Mezzanine Loans (as more fully provided in this Section), Borrower intends to apply the cash proceeds resulting from any such reductions in notional amount to extending the term of the Interest Rate Cap Agreements (beyond the Initial Maturity Date, initially, and thereafter beyond such further dates to which the Interest Rate Cap Agreement may be extended, as described in

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this Section). In connection therewith, the parties agree that in connection with any prepayment or reduction in the principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans (including reductions in the principal amount thereof prior to the Closing Date), provided no Event of Default shall have occurred and be continuing, Borrower may at any time and from time to time, upon no less than ten (10) days prior written notice to the Counterparty, Collateral Agent and Servicer (or such lesser time as the Counterparty, Collateral Agent and Servicer may agree) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, either:

(x) (1) amend the existing (or the then existing) Interest Rate Cap Agreement to reduce the notional amount of such existing Interest Rate Cap Agreement (so that, after giving effect to such reduction, the notional amount under the Interest Rate Cap Agreement is equal to the outstanding principal balance of the Loan at such time); and (2) any amounts constituting termination payments or any other amounts due and payable by the Counterparty to the Borrower in connection with any such reduction of the notional amount shall be deposited by the Borrower into the Cap Reserve Account and the Cap Reserve Fund may be applied by the Borrower in connection with such notional reduction to extend the scheduled termination date of the Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), provided that such notional amount reduction and extension of term shall not affect any of the other terms of the Interest Rate Cap Agreement (including, without limitation, the Strike Price) or the Collateral Assignment of Interest Rate Cap Agreement (or Lender’s rights in respect thereof); or

(y) terminate the existing Interest Rate Cap Agreement and utilizing the cash proceeds available to the Borrower arising from such termination (including any other amounts constituting the Cap Reserve Fund) to purchase a Replacement Interest Rate Cap Agreement (i) having a notional amount equal to the principal balance of the Loan on the date of such purchase, (ii) in form and substance substantially the same as the Interest Rate Cap Agreement being terminated at such time (as such terms may be modified after the date hereof as contemplated hereunder), with such other modifications to the terms as are reasonably acceptable to Collateral Agent (so long as in each case the requirements of this Section 2.2.7(g) are otherwise satisfied), (iii) from an Acceptable Counterparty, (iv) having a scheduled termination date which extends beyond the scheduled termination date of the existing (or then existing) Interest Rate Cap Agreement (but in no event later than the Second Extended Maturity Date), (v) having a LIBOR strike price equal to the Strike Price, and (vi) directing such Acceptable Counterparty to pay directly to an account pledged to Collateral Agent any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Servicer (on behalf of the Lenders) and Borrower that Servicer will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). In connection with (and as a condition to executing) any such purchase, Borrower, Collateral Agent and the Counterparty shall enter into a Collateral Assignment of Interest Rate Cap Agreement in substantially the same form as the Collateral Assignment of Interest Rate Cap in effect as of the Closing Date, and, in

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addition, Borrower shall obtain and deliver to Servicer an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Collateral Agent, Lender and their respective successors and assigns may rely) in the form and containing the substance of the form of opinion set forth in Exhibit A (in each case with such changes as shall be reasonably approved by Collateral Agent).

Notwithstanding anything to the contrary in this Agreement, (i) in connection with any extension or replacement described in the foregoing Section 2.2.7(g), in no event shall Borrower agree to amend any existing Interest Rate Cap Agreement to shorten (or have the right to shorten) the scheduled termination date of any existing Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and (ii) the Borrower and its Affiliates shall not be required to spend in the aggregate during the term of this Agreement (as may extended pursuant to Section 2.7 hereof) more than the Cap Reserve Fund (meaning, for the avoidance of doubt, the sum of $5,000,000 and the additional amount deposited in the Cap Reserve Account pursuant to Section 2.2.7(g)) on any extension of any Interest Rate Cap Agreement or purchase of any Replacement Interest Rate Cap Agreement by the Borrower pursuant to this Section 2.2.7(g) or in connection with any extension of the Loan as described in Section 2.7 and on any extension of any interest rate cap agreement or purchase of a replacement interest rate cap agreement pursuant to the corresponding provisions of the Mortgage Loan Agreement by any Mortgage Borrower or Mezzanine Loan Agreement by any Mezzanine Borrower, including in connection with any extension of the Mezzanine Loan as described in the corresponding provision of any Mezzanine Loan Agreement (it being acknowledged that such limitation will result in the strike price in effect with respect to any period after the Initial Maturity Date being greater than the Strike Price on the Closing Date and/or the related notional amount being less than the principal balance of the Loan outstanding at such time if the Interest Rate Cap Agreement may not be extended otherwise to the Second Extended Maturity Date with a lower strike price and/or greater notional amount with (and given) the amount of Cap Reserve Funds available to effect the purchase of such an extension (and in such event the Borrower will determine, subject to the consent of the Lender (not to be unreasonably withheld) and (to the extent the consent of the Counterparty is required with respect to such matter under the terms of the Interest Rate Cap Agreement then in effect) with the consent of the Counterparty, which of the following will apply: (i) the strike price will be greater than the Strike Price in effect on the Closing Date, (ii) the notional amount will be less than the principal balance of the Loan outstanding or (iii) some combination of (i) or (ii)). It is understood and agreed that this Agreement shall not amend or modify (expressly or impliedly) any rights of the Counterparty with respect to any Interest Rate Cap Agreement, including without limitation any rights to consent to an amendment or termination of such Interest Rate Cap Agreement.

Section 2.3. Loan Payment.

2.3.1 Payments Generally. (a) On the Original Closing Date and each Payment Date thereafter through and including August 9, 2010, Borrower was required to make a payment to (or as directed by) JPM of interest accruing under the Original Loan Agreement. On the Payment Date occurring in September 9, 2010 Borrower shall make a payment to Lender of interest (x) accruing under the Original Loan Agreement from the last “Payment Date” under the Original Loan Agreement to the date hereof and (y) accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. On

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each Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of interest accruing hereunder during the entire Interest Period in which such Payment Date occurs, calculated in the manner set forth herein. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever. Each payment shall be applied pro rata and pari passu (A) first to accrued and unpaid interest on all of the Notes and (B) the balance shall be applied to principal of all the Notes.

(b) If any Lender shall obtain payment in respect of any principal of or interest on its ratable share of the Loan resulting in such Lender receiving payment in excess of its pro rata share of the aggregate amount of such principal and accrued interest thereon, then the Lender receiving such excess payment shall purchase participations in the interests of each other Lender in the Loan to the extent necessary so that the benefit of all such payments shall be shared by each Lender ratably in accordance with their pro rata shares of the Loan; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made pursuant to and in accordance with this Agreement or the other Loan Documents or any direct or indirect sale, assignment, participation or other transfer of any interest in the Loans to any Person (including without limitation to the Borrower, Holdings or any Affiliate thereof, whether in connection with any Upfront Purchase, Subsequent Upfront Purchase, ECF Purchase, Optional Note Purchase or otherwise). Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

2.3.2 Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Notes, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

2.3.3 Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of one percent (1%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment; provided, however that, except with respect to the payment of any monthly Debt Service payments with respect to which no notice or demand shall be required, no such late payment charge shall be due unless such payment of principal, interest or other sum shall be delinquent for more than five (5) Business Days following the date of demand therefor. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

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2.3.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds as directed by Servicer (in accordance with the provisions of Section 9.1), and any funds received by Servicer (on behalf of Lender) after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4. Prepayments.

2.4.1 Voluntary Prepayments. Borrower may, at its option, prepay the Debt in whole or in part, provided the following conditions are satisfied:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (the “Prepayment Date”), which notice shall be delivered to Lender not less than ten (10) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion), and which notice shall be irrevocable; provided, that, notwithstanding the foregoing, Lender hereby agrees that Borrower may revoke any notice of prepayment up until the date that is one (1) Business Day prior to the proposed Prepayment Date (provided that Borrower shall be required to pay Lender, promptly upon demand, any actual, out-of-pocket expenses incurred by Lender resulting from any such revocation));

(c) each such prepayment, in the case of partial prepayments, shall be in an amount not less than Five Million and no/100 Dollars ($5,000,000.00), unless the outstanding principal balance of the Loan (prior to such prepayment) shall be less than Five Million and no/100 Dollars ($5,000,000.00), in which event the amount of the prepayment shall be in such amount as shall prepay the Debt and all other amounts due in connection therewith in full, as more fully provided herein;

(d) if such prepayment is made on or prior to the Payment Date occurring in the Interest Period in which such prepayment was made, then, in connection with such prepayment, Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of the Note then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Prepayment Date;

(e) if such prepayment is made after a Payment Date occurring in the Interest Period in which such prepayment was made, but prior to the last two (2) Business Days in such Interest Period, Borrower shall make such prepayment without paying any interest thereon (Borrower having already paid interest on such amount on the Payment Date occurring in such Interest Period);

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(f) if such prepayment is made on either of the last two (2) Business Days in an Interest Period, Borrower will pay to Lender, simultaneously with such prepayment, interest on the principal amount of the Loan prepaid through the last day of the Interest Period immediately following the Interest Period in which such prepayment occurs, calculated at the Applicable Interest Rate; and

(g) if such prepayment is a prepayment of the Loan in full, Lender shall have received a written consent to the repayment from each Other Mezzanine Lender under each Other Mezzanine Loan or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender.

Any prepayment received by Lender on a day other than a Payment Date (but not any amount received between a Payment Date and the second to last Business Day in an Interest Period) shall be held by Lender in an interest-bearing account as collateral security for the Loan and shall be applied to the Debt on the next occurring Payment Date (with all interest and other income earned on such amount being for the account of Borrower and being remitted by Lender to Borrower promptly following such next Payment Date). Any prepayment made pursuant to this Section 2.4.1 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes. Lender agrees that it shall provide a written consent to the repayment of the Loan upon satisfaction of the conditions set forth in clauses (a) through (f) of this Section 2.4.1. Following any prepayment of the Loan as described in this Section 2.4.1, the Allocated Loan Amounts shall be reduced (on a pro rata basis) in an amount equal to such prepayment.

2.4.2 Intentionally Omitted.

2.4.3 Mandatory Prepayments from Net Proceeds. (a) On the next occurring Payment Date following the date on which Lender actually receives any Net Proceeds from Eighth Mezzanine Lender in accordance with the terms of Section 2.4.3 of the Eighth Mezzanine Loan Agreement, if Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of any Individual Property, Borrower shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the outstanding principal balance of the Notes in an amount equal to 100% of such Net Proceeds, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Date occurs (with the balance of the Net Proceeds, if any, to be paid over to Borrower). Any prepayment received by Lender pursuant to this Section 2.4.3 on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following any prepayment made as described in this Section 2.4.3, the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3 shall be applied pro rata and pari passu (a) first to accrued and unpaid interest on all of the Notes and (b) the balance shall be applied to principal of all the Notes.

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(b) In the event of (i) a Transfer of any Individual Property or any Senior Mezzanine Collateral in connection with the realization thereon following a Mortgage Loan Default or a Senior Mezzanine Loan Default, as applicable, (ii) any refinancing of any Individual Property, any Senior Mezzanine Collateral, any Senior Mezzanine Loan or the Mortgage Loan, or (iii) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be remitted directly to Lender (or as directed by Lender). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest accruing on such amount calculated through and including the end of the Interest Period in which such payment occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.3(b) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Following the prepayment made as described in this Section 2.4.3(b), the Allocated Loan Amount for the affected Individual Property, as set forth in this Agreement, shall be reduced in an amount equal to such prepayment. Any prepayment of the Notes made pursuant to this Section 2.4.3(b) shall be applied pro rata and pari passu (i) first to accrued and unpaid interest on all of the Notes and (ii) the balance shall be applied to principal of all the Notes.

(c) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property or any Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, any Senior Mezzanine Collateral, the Mortgage Loan, or any Senior Mezzanine Loan on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.3(c) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or any Senior Mezzanine Loan or Transfer of any Individual Property or any Senior Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents.

2.4.4 Prepayments After Default. If, following the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or any other Person and accepted by Lender or otherwise recovered by Lender (including through application of any Reserve Funds), Borrower shall pay to Lender, in addition to the outstanding principal balance, (a) all accrued and unpaid interest at the Default Rate (including, without limitation, (i) in the event that such prepayment is received on a Payment Date or on any date in any Interest Period prior to a Payment Date, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which such payment occurs, or (ii) in the event that such prepayment is received on a date after a Payment Date up to (and including) the last day of the Interest Period in which such Payment Date occurs, interest accruing (at the Default Rate) on such amount calculated through and including the end of the Interest Period in which the next Payment Date occurs), and (b) any and all other amounts payable under the Loan Documents. Any payment under this Section 2.4.4 shall be applied in such order, priority and proportions as Lender may direct in its sole and absolute discretion.

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Section 2.5. Release of Collateral. Except as set forth in this Section 2.5, no repayment or prepayment of all or any portion of any Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.5.1 Release of Individual Property. Concurrently with the release of an Individual Property from the Lien of the Mortgage thereon (and related Mortgage Loan Documents) pursuant to Section 2.5.1 of the Mortgage Loan Agreement (a “Release” and such Individual Property, a “Release Property”), Borrower may obtain the release of the related Individual Borrower with an indirect ownership interest in such Individual Property (a “Release Borrower”) and such Release Borrower’s obligations under the Loan Documents with respect to the Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a prepayment upon the release of an Individual Property, the Event of Default relates solely to such Individual Property and therefore would be fully cured by the release of such Individual Property);

(b) Borrower shall submit to Collateral Agent, not less than ten (10) Business Days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents), only with respect to such Release Borrower, for execution by Collateral Agent. Such release shall contain standard provisions, if any, protecting the rights of Lender and Collateral Agent (as releasing secured parties);

(c) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages (including giving pro forma effect to the payment of the Release Price and any additional prepayment(s) or reductions in the principal amount of the Mortgage Loan or Mezzanine Loans in connection with such release) shall be equal to or greater than the greatest of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the release of the Individual Property (assuming the contemplated release had not occurred, i.e., for all Properties subject to the Liens of the Mortgage prior to the proposed release), (ii) 1.09 (which is 90% of the Debt Service Coverage Ratio as of the date hereof (which the parties agree is 1.21)), and (iii) 1.0;

(d)(i) The Individual Property to be released shall be conveyed to a Person other than a Mortgage Borrower or Mezzanine Borrower, and other than to an Affiliate of Mortgage Borrower unless, in the latter case, such Affiliate is refinancing the Loan with a construction or development loan (or repaying the Loan with equity contributions to such Affiliate) and (ii) it is such Affiliate’s immediate intention to materially redevelop such Individual Property, which loan (or equity contribution) and intention shall be described in reasonable detail and represented to in an Officer’s Certificate submitted to Lender concurrently with (or prior to) the materials described in clause (b) of this Section 2.5.1;

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(e) In the case of a sale of an Individual Property other than the Rio Las Vegas, simultaneously with and as a condition to the closing of the sale of such Individual Property, Lender (or Servicer on its behalf) shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property (to be applied to the principal of the Loan on a pro rata and pari passu basis) together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid as provided in Section 2.4.1(d) or (e), as applicable, and (ii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(f) Lender shall have received evidence that, contemporaneously with the conveyance of an Individual Property in compliance with the provisions hereof, the Operating Lease for such Individual Property shall be terminated and cancelled (and such termination and cancellation shall be permitted hereunder and under the other Loan Documents);

(g) Lender shall have received a written consent to the transfer from the lender under the Mortgage Loan and each of the Other Mezzanine Loans or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of the Mortgage Loan and each of the Other Mezzanine Loans shall have been complied with by the borrower thereunder or otherwise waived by the applicable lender; and

(h) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property and/or Release Borrower from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of an Individual Property or Release Borrower.

Lender agrees that it shall provide a written consent to the transfer upon satisfaction of the conditions set forth in clauses (a) through (g) of this Section 2.5.1.

Notwithstanding the foregoing requirements, in the case of a sale of the Rio Las Vegas, the release of the Rio Individual Borrower shall be permitted hereunder if a Release of the Rio Las Vegas occurs pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement and upon the application of the Net Sales Proceeds from the sale of the Rio Las Vegas in accordance with the terms of Section 2.5.1 of the Mortgage Loan Agreement and Article VII of the Note Sales Agreement, as applicable. Simultaneously with the closing of the sale of the Rio Las Vegas, the Allocated Loan Amounts for each Individual Property set forth on Schedule II attached shall be automatically adjusted as set forth in Section 2.5.1 of the Mortgage Loan Agreement.

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2.5.2 Release of Convention Center Parcel. At any time after the date hereof, Mortgage Borrower may obtain the release of the Convention Center Parcel pursuant to the Mortgage Loan Agreement, without the payment of a Release Price and upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless, in the case of a release of the Convention Center Parcel, the Event of Default relates solely to such parcel and therefore would be fully cured by the release of the Convention Center Parcel);

(b) Intentionally omitted;

(c) The Convention Center Parcel shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower;

(d) Mortgage Borrower will enter into a restrictive covenant agreement, restricting the use of the Convention Center Parcel to the development of a Convention Center and ancillary uses which agreement shall be in form and substance reasonably satisfactory to Lender;

(e) Prior to the transfer and release of the Convention Center Parcel, each applicable municipal authority exercising jurisdiction over the Convention Center Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Convention Center Parcel from the remainder of the Harrah’s Atlantic City Property, and a separate tax identification number has been issued for the Convention Center Parcel (with the result that, upon the transfer and release of the Convention Center Parcel, no part of the remaining Harrah’s Atlantic City Property shall be part of a tax lot which includes any portion of the Convention Center Parcel);

(f) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Harrah’s Atlantic City Property necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(g) As a result of the lot split, the remaining Harrah’s Atlantic City Property with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements) and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the Harrah’s Atlantic City Property is located;

(h) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Harrah’s Atlantic City Property and the Convention Center Parcel requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary

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prudent lender and which easements will not materially adversely affect the remaining Harrah’s Atlantic City Property, shall be declared and recorded, and the remaining Harrah’s Atlantic City Property and the Convention Center Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Harrah’s Atlantic City Property;

(i) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(h) hereof have occurred or shall occur concurrently with the transfer and release of the Convention Center Parcel;

(j) Borrower shall execute such documents and instruments and obtain such opinions of counsel as are typical for similar transactions;

(k) Collateral Agent shall have received payment of all Collateral Agent’s reasonable out-of-pocket costs and expenses, including reasonable counsel fees and disbursements incurred in connection with the review and approval of the documents and information required to be delivered in connection with the release of the Convention Center Parcel from the Lien of the related Mortgage. Each of Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the Convention Center Parcel;

(l) Lender shall have received evidence reasonably satisfactory to it that Mortgage Borrower and each Other Mezzanine Borrower shall have satisfied all of the conditions to the proposed release set forth in the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement, as applicable; and

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.2.

2.5.3 Release of O’Shea’s. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as O’Shea’s, without the payment of a Release Price, upon the satisfaction of each of the following conditions:

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to O’Shea’s and therefore would be fully cured by the release of O’Shea’s);

(b) Intentionally omitted;

(c) O’Shea’s shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of O’Shea’s to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);

(d) Prior to the transfer and release of O’Shea’s, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing O’Shea’s from the remainder of

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Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for O’Shea’s (with the result that, following the issuance of a separate assessor parcel number for O’Shea’s, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of O’Shea’s), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for O’Shea’s, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of O’Shea’s in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of O’Shea’s for any period after the release of O’Shea’s for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);

(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements) applicable to the Flamingo Las Vegas necessary to accomplish the lot split shall have been fulfilled, and after such lot split, the remaining Flamingo Las Vegas with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any then applicable law, statute, rule or regulation (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetland requirements), and all necessary variances (in form and substance is appropriate for the jurisdiction in which the Flamingo Las Vegas is located), if any, shall have been obtained, as evidenced by (1) an Officer’s Certificate or (2) Mortgage Borrower having delivered to Servicer, at Mortgage Borrower’s option, either (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (B) a zoning report confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent, or (3) a legal opinion confirming such compliance with laws in substance reasonably satisfactory to Servicer and Collateral Agent;

(f) If reasonably necessary, appropriate reciprocal easement (or condominium) agreements for the benefit and burden of the remaining Flamingo Las Vegas and O’Shea’s requiring no cost or expense to Mortgage Borrower regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Flamingo Las Vegas, shall be declared and recorded, and the remaining Flamingo Las Vegas and O’Shea’s shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Flamingo Las Vegas;

(g) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (f) hereof have occurred or shall occur concurrently with the release of O’Shea’s;

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(h) In connection with the release of O’Shea’s, the Flamingo Mortgage Borrower shall have obtained, to the extent reasonably available at such time, an appropriate title policy endorsement to its owners policy on title, to the effect that the release of O’Shea’s will not have an adverse affect on such Mortgage Borrower’s ownership of the balance of the Flamingo Las Vegas (following the release of O’Shea’s);

(i) Delivery of evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that the release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, O’Shea’s shall be deemed to have been released as of the Original Closing Date and to have no value) and the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for O’Shea’s), 4.1.21, 4.1.22, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas;

(j) Borrower shall have delivered evidence reasonably satisfactory to Servicer and Collateral Agent, which may be in the form of an Officer’s Certificate, that Mortgage Borrower and each Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.3 of the Mortgage Loan Agreement and the applicable Other Mezzanine Loan Agreement with respect to such release;

(k) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of O’Shea’s and the reduction in the “Initial Annual Rent” (as such term is defined in such Operating Lease relating to the Flamingo Las Vegas) by Fifteen Million and No/100 Dollars ($15,000,000.00) (it being understood that so long as the conditions to release described in this Section 2.5.3 are satisfied, the amendment to the Operating Lease relating to the Flamingo Las Vegas shall be permitted under the Loan Documents and such Operating Lease without the consent of Lender notwithstanding any provision thereof to the contrary);

(l) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements;

(m) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.3.

Notwithstanding anything to the contrary contained herein (subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of O’Shea’s in accordance with this paragraph. The parties acknowledge and agree that the Operating Company in respect of the Flamingo Las Vegas, both before and after the release contemplated by this paragraph, shall be permitted to provide management and other similar services for O’Shea’s and shall be reimbursed for the allocable share of expenses attributable to O’Shea’s. For the avoidance of doubt, the parties agree that (for so long as O’Shea’s has not been released) O’Shea’s shall be included in computations of EBITDAM and Excess Cash Flow.

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2.5.4 RDE Project.

In connection with the RDE Project, (i) Mortgage Borrower may, subject to the satisfaction of the conditions set forth in Section 2.5.4(A), enter into the RDE Project Easements and/or RDE Project Leases with the RDE Project Rights Holder and (ii) Mortgage Borrower may, in connection with obtaining the RDE Project Financing, if such releases are necessary in the good faith determination of Mortgage Borrower after using reasonable efforts to obtain the RDE Project Financing without such releases, obtain, subject to the satisfaction of the conditions set forth in Section 2.5.4(B), the release of any or all of the RDE Parcels.

(A) Pursuant to clause (i) of the foregoing paragraph, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Mortgage Loan Documents or the Loan Documents, enter into (in Mortgage Borrower’s discretion) (i) any easement or access agreements (or condominium or other agreements) proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Easements”) or (ii) any leases proposed to be entered into between RDE Project Rights Holder and Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, for all or any portion of the RDE Parcels in connection with the RDE Project (“RDE Project Leases”), in each case subject to the satisfaction of each of the following conditions:

(a) The RDE Project Easement and/or RDE Project Lease is executed in connection with the pursuit of the RDE Project by the RDE Project Rights Holder;

(b) No Event of Default shall have occurred and be continuing;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Easement (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Easement for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Borrower under any RDE Project Easement; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Easement, and any such RDE Project Easement shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and any such RDE Project Easement shall be in a form appropriate in Clark County, Nevada (“Clark County”);

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(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of any proposed RDE Project Lease (or such lesser time as Collateral Agent and Servicer shall agree), drafts of such RDE Project Lease for review and reasonable approval by the Collateral Agent and Servicer. RDE Project Rights Holder shall have no obligation to pay any fee, cost or expense to Mortgage Borrower under any RDE Project Lease; provided that the RDE Project Rights Holder shall be responsible for all operating costs and expenses, including real property taxes and insurance premiums, attributable to the RDE Parcel applicable to such RDE Project Lease, and any such RDE Project Lease shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and such RDE Project Lease shall be in a form appropriate in Clark County;

(e) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclause (i) may be in the form of an Officer’s Certificate, that (i) the proposed RDE Project Easement and/or RDE Project Lease, as applicable, will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been a part of such RDE Project Easement and/or RDE Project Lease, as applicable, as of the Original Closing Date and to have no value), or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) and (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed RDE Project Easement and/or RDE Project Lease, as applicable;

(f) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(A) of the Mortgage Loan Agreement or the applicable Other Mezzanine Loan Agreement with respect to such RDE Project Easement and/or RDE Project Lease, as applicable; (ii) to the extent any such consent is required in order to execute the RDE Project Easement and/or RDE Project Lease or to record any RDE Project Lease and/or RDE Project Easement, evidence reasonably satisfactory to Collateral Agent and Servicer that

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any holders of easement rights whose rights would be materially adversely affected by the execution of such RDE Project Easement and/or RDE Project Lease or by the recordation of any RDE Project Lease and/or RDE Project Easement have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(g) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, on or prior to the date of the proposed RDE Project Easement and/or RDE Project Lease, as applicable, evidence reasonably satisfactory to Collateral Agent and Servicer that the Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) in connection with the execution of the RDE Project Easement and/or RDE Project Lease, as applicable;

(h) Intentionally omitted;

(i) RDE Project Rights Holder shall maintain liability insurance on the RDE Parcels subject to any such RDE Project Leases and/or RDE Project Easements that is substantially consistent with the insurance required hereunder, and such insurance shall include the applicable Mortgage Borrower and the Mortgage Loan Collateral Agent for the benefit of the Mortgage Lenders as additional insureds; and

(j) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the execution of the RDE Project Leases or RDE Project Easements contemplated by this Section 2.5.4(A), including reasonable counsel fees and disbursements.

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the RDE Project Leases or RDE Project Easements in accordance with this Section 2.5.4(A).

(B) Pursuant to and subject to the satisfaction of the condition in clause (ii) of the initial paragraph to this Section 2.5.4, Mortgage Borrower may, notwithstanding anything to the contrary set forth in the Loan Documents but subject to the satisfaction of each of the following conditions, obtain the release of any or all of the RDE Parcels without the payment of a Release Price (in each case):

(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to the RDE Parcel or RDE Parcels proposed to be released and therefore would be fully cured by the release of such RDE Parcel or RDE Parcels);

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(b) The RDE Parcel or RDE Parcels being released is conveyed to a Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of such RDE Parcels to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower, Operating Company or any Mezzanine Borrower); and the Flamingo Mortgage Borrower, the Harrah’s LV Mortgage Borrower, the Flamingo Individual Borrower and the Harrah’s LV Individual Borrower (as applicable, in light of which RDE Parcel is being conveyed) shall continue to remain in compliance with the provisions of Section 4.1.30 or Section 4.1.30 of the Mortgage Loan Agreement in the case of the Flamingo Mortgage Borrower and the Harrah’s LV Mortgage Borrower and the requirements and obligations set forth in the definition of “Special Purpose Entity” or the definition of “Special Purpose Entity” in the Mortgage Loan Agreement, as applicable, following the release of the RDE Parcel in question;

(c) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificate referred to below may be provided on or prior to the date of the proposed release), evidence reasonably satisfactory to Collateral Agent and Servicer, which in the case of the immediately following subclauses (i) and (iii) may be in the form of an Officer’s Certificate, that (i) the proposed release will not have either an Individual Material Adverse Effect on the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), whether in connection with ingress or egress to or use of such Properties or otherwise, or an Aggregate Material Adverse Effect (it being understood that, for purposes of such determinations, the RDE Parcel in question shall be deemed to have been released as of the Original Closing Date and to have no value) or materially adversely affect gaming operations at the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable), (ii) ingress and egress to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas (as applicable) will not be materially adversely affected by the proposed release, and (iii) the representations and warranties set forth in Sections 4.1.14, 4.1.16 (from and after the issuance of the separate assessor parcel number for the RDE Parcel in question), 4.1.21, 4.1.22, 4.1.24, 4.1.25, 4.1.30, 4.1.39 and 4.1.40 shall continue to be true and complete with respect to the remainder of the Flamingo Las Vegas or the remainder of the Harrah’s Las Vegas, as applicable, following the release of the RDE Parcel in question;

(d) Borrower (or Mortgage Borrower on its behalf) shall submit to Collateral Agent and Servicer, not less than thirty (30) days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree), drafts of any easement or access agreements (or condominium or other agreements) proposed to be entered into in connection with the release of the RDE Parcel in question and the remaining Flamingo Las Vegas or the remaining Harrah’s Las Vegas, as applicable, and the common use of and access to any of such areas or facilities related thereto, for review and reasonable approval by the Collateral Agent and Servicer. Any such easement, access or other agreements (collectively, “RDE Easements”) shall not impose any fee, cost or expense on Mortgage Borrower (whether for the use or maintenance of such areas or facilities, or otherwise), other than Mortgage Borrower’s pro rata portion of any such cost or expense attributable to Mortgage Borrower’s use of the RDE Parcel in question, and shall be in a form appropriate in the jurisdiction in which the RDE Parcel to be released is located;

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(e) Borrower (or Mortgage Borrower on its behalf) shall have delivered to Collateral Agent and Servicer, not less than ten (10) Business Days prior to the date of the proposed release (or such lesser time as Collateral Agent and Servicer shall agree) (it being understood that the executed Officer’s Certificates referred to below may be provided on or prior to the date of the proposed release), (i) evidence reasonably satisfactory to Collateral Agent and Servicer, which may be in the form of an Officer’s Certificate, that each Mortgage Borrower and Other Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.4(B) of the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement with respect to such release; (ii) to the extent any such consent is required in order to release the RDE Parcel in question or to record any RDE Easements, evidence reasonably satisfactory to Collateral Agent and Servicer that any holders of easement rights whose rights would be materially adversely affected by the release of the RDE Parcel in question or by the recordation of any RDE Easements have given their written consent to same in recordable form; and (iii) an Officer’s Certificate confirming which Leases have been terminated, or are proposed to be terminated, in connection with the release of the RDE Parcel in question, as applicable (and the construction that will occur in such areas), and describing the status of such terminations or surrenders;

(f) Flamingo Mortgage Borrower and/or Harrah’s LV Mortgage Borrower, as applicable, shall have received on or prior to the date of the proposed release, (1) an unconditional commitment from the Title Company to issue (i.e., all stated conditions and requirements shall be marked off as completed, excepting only the recording of the release) promptly upon release of the RDE Parcel in question an updated owners policy of title (or date down endorsements in lieu thereof) in form and substance reasonably satisfactory to Collateral Agent and Servicer, to include, in each case to the extent reasonably available at such time and requested by Collateral Agent and Servicer: (A) an updated “Schedule B” legal description to reflect released parcels and added insurable easements; (B) an updated zoning endorsement that will confirm that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable laws, regulations and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (unless, in the case of this subclause (B), the zoning report referred to in the following clause (2)(ii) will be provided); (C) an updated tax map endorsement (following issuance of a separate assessor parcel number for the RDE Parcel in question); (D) intentionally omitted; (E) an updated easement use endorsement; (F) an updated access endorsement; (G) an updated contiguity endorsement; and (H) an updated subdivision endorsement; and (2) evidence reasonably satisfactory to Collateral Agent and Servicer that the remaining Harrah’s Las Vegas or the Flamingo Las Vegas (as applicable) complies with all applicable zoning and code requirements (including, without limitation, building codes, fire codes and parking requirements) following the release of the RDE Parcel in question (which may be satisfied, at the Borrower’s option, by providing (i) an updated zoning endorsement to Flamingo Mortgage Borrower and/or the Harrah’s LV Mortgage Borrower owners policy of title referred to in the foregoing

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clause (1)(B), (ii) a zoning report confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which zoning report shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer), (iii) a legal opinion confirming that the Flamingo Las Vegas and the Harrah’s Las Vegas, as applicable, comply with the Development Laws and Requirements following the release of the RDE Parcel in question (which opinion shall be in form and substance reasonably satisfactory to Collateral Agent and Servicer) or (iv) other evidence reasonably satisfactory to Collateral Agent and Servicer;

(g) Intentionally omitted;

(h) Intentionally omitted;

(i) Prior to the transfer and release of the RDE Parcel in question, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) shall have approved a commercial subdivision or other applicable action under local law dividing the RDE Parcel proposed to be released from the remainder of the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable), and a separate assessor parcel number shall thereafter be issued for the RDE Parcel in question (with the result that, following the issuance of a separate assessor parcel number for the RDE Parcel in question, no part of the remaining Flamingo Las Vegas or the Harrah’s Las Vegas, as applicable, shall be part of a tax lot which includes any portion of the RDE Parcel being released), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for, (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for each RDE Parcel to be released, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas or Harrah’s Las Vegas, as applicable, the proportionate size of the RDE Parcel to be released in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of the RDE Parcel to be released for any period after the release of such RDE Parcel for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes) and (iv) all requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback requirements, sideline requirements, parking ratio requirements, use requirements, building and fire code requirements, environmental requirements and wetlands requirements, collectively referred to as “Development Laws and Requirements”) applicable to the Flamingo Las Vegas or the Harrah’s Las Vegas (as applicable) necessary to accomplish the lot split/subdivision shall have been fulfilled;

(j) Immediately prior to the transfer and release of the RDE Parcel in question, the applicable RDE Easements shall be recorded;

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(k) Borrower has delivered an Officer’s Certificate to the effect that, to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the release of the RDE Parcel in question;

(l) Flamingo Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question; and/or (as applicable) Harrah’s Las Vegas Mortgage Borrower and the related Operating Company shall have executed and delivered to Servicer a certified copy of an amendment to the applicable Operating Lease reflecting the release of the RDE Parcel in question (it being understood that so long as the conditions to release described in this Section 2.5.4(B) are satisfied, the amendment(s) to the applicable Operating Leases shall be permitted under the Loan Documents and such Operating Leases without the consent of Lender notwithstanding any provision thereof to the contrary);

(m) The payment by Borrower of Collateral Agent’s and Servicer’s reasonable out-of-pocket costs and expenses in connection with the release contemplated by this paragraph, including reasonable counsel fees and disbursements; and

(n) There shall be no release of any portion of the Lien of the Pledge Agreement in connection with this Section 2.5.4(B).

Notwithstanding anything to the contrary contained herein (but subject to Section 9.1(d) of the Mortgage Loan Agreement), each of Servicer, Lender and Collateral Agent acknowledges that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence) in connection with the release of the RDE Parcels in accordance with this paragraph. For the avoidance of doubt, the parties agree that (until such time as they shall be released from the Lien of a Mortgage), the RDE Parcels shall be included in computations of EBITDAM and Excess Cash Flow.

In the event that construction on the RDE Project is commenced and then subsequently terminated without having been completed, Mortgage Borrower or Borrower shall or shall cause RDE Project Rights Holder to promptly restore any portion of the Flamingo Las Vegas and Harrah’s Las Vegas affected by such construction to a condition as good as or better than that of such property at the commencement of such construction on the RDE Project, reasonable wear and tear excepted (which shall include the removal of all equipment and personal property related to the RDE Project from the subject RDE Parcel).

2.5.5 Release on Payment in Full. Collateral Agent shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement on the Collateral not theretofore released.

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Section 2.6. Cash Management; Working Capital Account; Blocked Account.

2.6.1 Establishment of Collection Accounts. (a)(i) In accordance with the provisions of the Operating Lease, Operating Company established and is currently maintaining (and will maintain throughout the term of the Mortgage Loan) for the benefit of Mortgage Borrower, as lessor under each Operating Lease, the Collection Accounts with Collection Banks and (ii) the rights of Mortgage Borrower (as landlord) under the Operating Lease have been collaterally assigned to Collateral Agent (as such term is defined in the Mortgage Loan Agreement (“Mortgage Loan Collateral Agent”)) (for the benefit of Mortgage Lender). All Revenues, other than amounts retained on-site by each Operating Company as a Gaming Operating Reserve and amounts collected and maintained in Off-Shore Accounts, shall be deposited in the Collection Accounts (whether by Operating Company or by Manager).

(b) Borrower hereby represents and warrants as follows: the Collection Accounts and the Borrower Deposit Account are the only accounts maintained by Operating Company or Mortgage Borrower in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Properties or relate to the operation and management of any of the Properties other than accounts (collectively, the “OC Accounts”) that contain amounts theretofore released from Collection Accounts in accordance herewith, and other than Off-Shore Accounts, which shall not be subject to this Agreement); and, other than the Borrower Deposit Account, none of Borrower, Senior Mezzanine Borrower and/or Mortgage Borrower maintains any accounts that include funds arising out of, or are otherwise attributable to, any of the Properties or relate to the operation and management of any of the Properties or otherwise (except for accounts containing funds released from the Collection Accounts as herein provided and the Off-Shore Accounts). Borrower shall not (and Borrower shall not permit Operating Company, Mortgage Borrower or Senior Mezzanine Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into the Borrower Deposit Account and/or the Collection Accounts, including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account (it being understood that the foregoing restriction shall not preclude Operating Company, Borrower, Senior Mezzanine Borrower or Mortgage Borrower from accepting and depositing in any Collection Accounts or Borrower Deposit Account any capital contributions, or any disbursements from any Collection Accounts or Borrower Deposit Account in accordance with the provisions of the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement). Borrower shall not (and Borrower shall not permit Senior Mezzanine Borrower, Operating Company or Mortgage Borrower to), without the prior consent of Lender (not to be unreasonably withheld, conditioned or delayed), establish and maintain any accounts with financial institutions outside of the United States of America, other than the Off-Shore Accounts.

(c) Borrower shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to comply with Section 2.6.1 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) in all respects.

(d) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Collection Accounts, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts are not being maintained and (ii) the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall

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establish or cause the Operating Company to establish collection accounts substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.1 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Borrower is required to deposit amounts with Lender pursuant to Article VII hereof but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Collection Accounts and Cash Management Account are not being maintained and the Collection Accounts are not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish collection accounts and a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Sections 2.6.1 and 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender). In addition, if Mortgage Borrower is required to provide security or other collateral to the Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement (excluding any mortgage lien on the Properties or assignment of leases and rents with respect to the Properties) but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) such security or other collateral was not provided to Mortgage Lender, Borrower shall provide such security or other collateral to Lender in substantially the same form and amount as that required under the Mortgage Loan Documents.

(e) Intentionally omitted.

(f) Rents under each Operating Lease are paid monthly in advance, on the dates set forth in each Operating Lease. Borrower shall reserve or shall cause Senior Mezzanine Borrower or Mortgage Borrower to reserve each month (and, each month, to retain in the Borrower Deposit Account from the first Rents paid and collected during each such month) an amount equal to the sum of the Mortgage Debt Service and the Mezzanine Debt Service due and payable under the Mezzanine Loan Agreements on the Payment Date occurring during each such month. Any such amounts on deposit in the Borrower Deposit Account shall be applied on each Payment Date (i) to the Mortgage Debt Service due on each such Payment Date and (ii) the Mezzanine Debt Service due on each such Payment Date (with the balance of any such amounts, if any, being disbursed to or as directed by Mortgage Borrower).

2.6.2 Disbursements from, Security Interest in, Collection Accounts. The Operating Lease provides, among other things, that all Revenues shall be collaterally assigned by Operating Company to Mortgage Borrower as additional security for Operating Company’s obligations under the Operating Lease and that Mortgage Borrower shall collaterally assign and pledge all of its interest in such Revenues to Mortgage Loan Collateral Agent (for the benefit of Mortgage Lender) as additional security for the Mortgage Loan. In furtherance thereof, Lender, Collateral Agent and Borrower agree as follows:

(a) Except as otherwise provided in subparagraphs (b) and (c) hereof, all amounts collected in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of Collateral Agent or any Lender.

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(b) Upon the occurrence and during the continuance of an Event of Default hereunder or under any of the Mortgage Loan Documents or under any of the Other Mezzanine Loan Documents, and provided no Event of Default (as such term is defined in the Operating Lease) shall have occurred and be continuing under any Operating Lease (in which event the provisions of Section 2.6.2(c) shall apply), Borrower shall cause Mortgage Borrower and/or Operating Company to direct and cause Collection Bank to deposit directly into the Cash Management Account an amount not less than all Rent payable under the applicable Operating Lease for the next thirty (30) days (it being the intent and agreement that, during the continuance of an Event of Default, the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing 30-day period), including the Monthly Tax and Insurance Amount and the Monthly FF&E Reserve Amount (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”); provided that, notwithstanding the foregoing, Lender may not apply such Monthly Disbursements to the payment of amounts due hereunder in an amount in excess of the amounts owed by the Operating Company under the Operating Lease. In the event that Borrower or Operating Company shall have failed to cause Mortgage Borrower to so instruct Collection Bank, any of Lender, Collateral Agent and Servicer shall have the right to so direct the Collection Bank on behalf of Mortgage Borrower and Operating Company. Any amounts not required to be so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Operating Company for use or distribution by the Operating Company in its discretion free of any rights or encumbrances of any Lender or Collateral Agent. If no Event of Default has occurred and is continuing hereunder but an Event of Default has occurred and is continuing under any of the Other Mezzanine Loan Documents, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, such excess shall be remitted to Borrower or to an account designated by Borrower; provided that, notwithstanding the foregoing, Lender shall not remit any such amounts in excess of the amounts owed by the Operating Company under the Operating Lease. If an Event of Default hereunder or under any of the Other Mezzanine Loan Documents has occurred and is continuing, to the extent Monthly Disbursements are not applied to the payment of amounts due hereunder, Collateral Agent and Servicer shall have the right to retain such excess as collateral for the Loan and/or apply (or cause to be applied) such excess to the payment of the Debt. Notwithstanding anything to the contrary contained in this Agreement, Borrower acknowledges and agrees that any and all reasonable and customary costs and expenses (including, without limitation, any reasonable attorneys’ fees) incurred by any of Lender, Collateral Agent or Servicer in remitting to Operating Company pursuant to this Section 2.6.2(b) any amounts in excess of Monthly Disbursements shall be borne by, and be the responsibility of, Borrower and shall constitute part of the Debt. Each of Collateral Agent and Servicer shall be entitled to rely on, and shall be held harmless in relying on, any instructions from Borrower or Operating Company in connection with the remittance of any funds from the Cash Management Account to Operating Company pursuant to this Section 2.6.2(b).

(c) Upon the occurrence and during the continuance of an Event of Default (as such term is defined in the Operating Lease) under any Operating Lease, Borrower shall cause Mortgage Borrower and/or Operating Company to notify Collection Bank to transfer to the Cash Management Account on each Business Day (in immediately available funds by federal wire transfer) all amounts on deposit in each Collection Account and, in the event Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall have failed to do so, any of Mortgage Loan Collateral Agent or Servicer (on behalf of Mortgage Lender) shall have the

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right to direct the Collection Bank on behalf of Mortgage Borrower. Collateral Agent and Servicer shall have the right to retain all amounts to be paid into the Cash Management Account in accordance with the first sentence of this Section 2.6.2(c) as collateral for the Loan and/or apply such amounts to the payment of the Debt.

(d) Borrower and its Affiliates shall (and Borrower shall cause Operating Company to) execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect the security interest of Collateral Agent (for the benefit of Lender) in the Collection Accounts.

2.6.3 Blocked Account; Working Capital Account; Borrower Deposit Account; Cash Management Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with Section 2.6.3 of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement (as applicable) which may require the establishment of the Blocked Account, the Borrower Deposit Account and the Cash Management Account and Section 2.6.4 of the Mortgage Loan Agreement which may require the establishment of the Working Capital Account to be held by and in trust for the benefit of Mortgage Lender. All costs and expenses for establishing and maintaining the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account shall be paid by Mortgage Borrower , Senior Mezzanine Borrower or Borrower.

(b) Borrower shall not cause or permit Senior Mezzanine Borrower, Mortgage Borrower or Operating Company to further pledge, assign or grant any security interest in the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC 1 Financing Statements, except those naming Mortgage Lender, Mortgage Loan Collateral Agent, Senior Mezzanine Lender or Senior Mezzanine Collateral Agent as the secured party or any UCC 1 Financing Statement filed in accordance with Section 2.6.3 of the Senior Mezzanine Loan Agreement, to be filed with respect thereto.

(c) Borrower hereby agrees that in the event that (i) the Mortgage Loan Documents require Mortgage Borrower and/or Operating Company to maintain the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account, but (due to repayment of the Mortgage Loan, waiver of the requirement by Mortgage Lender, or otherwise) the Blocked Account, Borrower Deposit Account, Cash Management Account or Working Capital Account is not being maintained and (ii) the Cash Management Account, Blocked Account, Borrower Deposit Account or Working Capital Account is not being maintained under the Senior Mezzanine Loan Agreement, Borrower shall establish a cash management account and system with Lender substantially the same as that required under the Mortgage Loan Documents. If Borrower is required to deposit amounts with Lender pursuant to Article VII hereof, Borrower shall establish a cash management account and system (including a Blocked Account) with Lender substantially the same as that required under the Mortgage Loan Documents (and shall otherwise comply with the provisions of Section 2.6.2 of the Mortgage Loan Documents, and grant to Collateral Agent (for the benefit of Lender) security interests in such accounts for the benefit of Lender, as if such provisions were incorporated herein for the benefit of Lender).

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2.6.4 Mezzanine Collection Account. (a) Servicer may establish and maintain, in order to collect all amounts distributed to Lender under Section 2.6.3 of the Mortgage Loan Agreement, a segregated Eligible Account (the “Mezzanine Collection Account”) to be held in the name of Collateral Agent by Servicer in trust for the benefit of Lender, which Mezzanine Collection Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through Servicer). Collateral Agent and Servicer shall have the sole right to make withdrawals from the Mezzanine Collection Account in accordance with the terms and conditions of this Agreement and the other Loan Documents, except as otherwise expressly provided in this Agreement or the other Loan Documents. Borrower shall cause Senior Mezzanine Borrower to comply with Section 2.6.4 of the Senior Mezzanine Loan Agreement.

(b) Intentionally omitted.

(c) Borrower hereby grants to Collateral Agent (for the benefit of Lender) a first priority security interest in the Mezzanine Collection Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Collection Account, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC 1 Financing Statements and continuations thereof upon Lender’s request therefor. All costs and expenses of establishing and maintaining the Mezzanine Collection Account (and any sub account thereof) shall be at Borrower’s sole cost and expense.

(d) Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Mezzanine Collection Account and any sub-account thereof. The Mezzanine Collection Account and any sub-account thereof shall be assigned the federal tax identification numbers of each Borrower set forth on Schedule I attached hereto. Borrower shall provide Lender, at any time upon request of Lender, with a Form W-8 or W-9 to evidence that Borrower is not subject to any back-up withholding under the Code.

(e) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Collection Account shall be applied by Lender or Servicer in such order and priority as Lender or Servicer shall determine.

(f) The insufficiency of funds on deposit in the Mezzanine Collection Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

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Section 2.7. Extension of the Maturity Date. (a) Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for one year, until the First Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the Initial Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Initial Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the Initial Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating for the benefit of each Lender each of Borrower’s representations and warranties as of the Initial Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the Initial Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the Initial Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the First Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan;

(vii) each of the Specified Mezzanine Notes (as defined in the Note Sales Agreement) have been purchased in accordance with the Note Sales Agreement on or prior to the Specified Payment Date (as defined in the Note Sales Agreement); and

(viii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.

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(b) Borrower shall have the option to extend the term of the Loan beyond the First Extended Maturity Date for one year, until the Second Extended Maturity Date, upon satisfaction of the following terms and conditions:

(i) no Default or Event of Default shall have occurred and be continuing on the First Extended Maturity Date;

(ii) Borrower shall notify Lender of its irrevocable election to extend the First Extended Maturity Date as aforesaid not earlier than six (6) months, and no later than one (1) month, prior to the First Extended Maturity Date;

(iii) Borrower shall have delivered to Lender an Officer’s Certificate reaffirming and restating to each Lender each of Borrower’s representations and warranties as of the First Extended Maturity Date (or, if any such representation or warranty speaks of a particular date, as of such date);

(iv) if the Interest Rate Cap Agreement then in effect is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain and deliver to Lender not later than two (2) Business Days prior to the First Extended Maturity Date either (i) one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty with an effective date as of the First Extended Maturity Date or (ii) an amendment to the Interest Rate Cap Agreement, which in the case of either (i) or (ii) shall have a scheduled termination date no earlier than the Second Extended Maturity Date;

(v) Borrower shall have paid or reimbursed Lender for all out-of-pocket costs and expenses actually incurred by Lender (including, without limitation, reasonable fees and disbursements of outside counsel, if any, engaged to review the Interest Rate Cap Agreement) in connection with the foregoing. Lender acknowledges and agrees that it shall not charge any fee (other than costs and expenses, as provided in the preceding sentence and the extension fee described in clause (vi) below) in connection with any extension of the Loan as described in this Section 2.7;

(vi) Borrower shall have paid to Lender an extension fee in the amount of one half of one percent (0.5%) of the then outstanding principal balance of the Loan; and

(vii) Mortgage Loan and each Other Mezzanine Loan shall be contemporaneously extended.

Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.

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III. RESERVED

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower Representations. Borrower represents and warrants as of the date hereof and as of the Original Closing Date (or, (i) with respect to Paris Las Vegas, Paris Individual Borrower, Paris Mortgage Borrower, Harrah’s Laughlin, Laughlin Individual Borrower and Laughlin Mortgage Borrower, as of the date hereof and as of the Swap Closing Date, and provided that, with respect to each Swap Property, the references in this Article IV to “Original Closing Date” shall be to the Swap Closing Date and (ii) with respect to Manager, as of the date hereof only), except as disclosed in Schedule XXIII, that:

4.1.1 Organization. (a) Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to transact the businesses in which it is (or each of them is) now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to own its properties and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of Borrower is the ownership of the Senior Mezzanine Borrower. The ownership interests of Borrower are as set forth on the organizational chart attached hereto as Schedule VIII.

(b) Each Operating Company has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets, including the Gaming Equipment, and to transact the businesses in which it is now engaged. Each Operating Company is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. Each Operating Company possesses all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate the Properties currently operated by each such Operating Company and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Operating Company is the management and operation of the Individual Property or Properties currently operated by each such Operating Company. The ownership interests of each Operating Company are as set forth on the organizational chart attached hereto as Schedule VIII.

(c) Manager has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties or assets and to transact the businesses in which it is now engaged. Manager is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, including the operation of the Casino Components at each Individual Property. From and after the effectiveness of the Management Agreement with respect to an Individual Property, the applicable Manager will possess all rights, licenses, permits and authorizations (governmental or otherwise) necessary to entitle it to operate such Individual Property and to transact the businesses in which it is now engaged and the failure to possess which would reasonably be expected to have an Individual Material Adverse Effect. The sole business of each Manager is the management and operation of one or more Individual Properties. The ownership interests of Manager are as set forth on the organizational chart attached hereto as Schedule VIII.

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(d) Borrower has the power and authority and the requisite ownership interests in Senior Mezzanine Borrower and Mortgage Borrower to control the actions of Senior Mezzanine Borrower and Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Senior Mezzanine Borrower and Mortgage Borrower to cause Senior Mezzanine Borrower and Mortgage Borrower to (i) take any action on Senior Mezzanine Borrower’s or Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings. Borrower, Manager and Operating Company have taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower, Manager and Operating Company, and constitute legal, valid and binding obligations of Borrower, Manager and Operating Company enforceable against Borrower, Manager and Operating Company (as applicable) in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts; Approvals. (a) The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower, Manager and Operating Company will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower, Manager or Operating Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, material lease or other material agreement or instrument to which Borrower, Manager or Operating Company (as applicable) is a party or by which any of Borrower’s or Operating Company’s property or assets is or are subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Manager or Operating Company any of Borrower’s, Manager’s or Operating Company’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower, Manager and Operating Company of this Agreement or any other Loan Documents (and the execution by Lender of the remedies provided in the Loan Documents, subject to the limitations thereon pursuant to applicable Gaming Laws) has been obtained and is in full force and effect.

(b) Borrower, Manager (from and after the effectiveness of the Management Agreement), Senior Mezzanine Borrower, Mortgage Borrower and Operating Company have obtained all consents and approvals, including all approvals of Governmental Authorities including Gaming Authorities, if required, in connection with the execution, delivery and performance of the Loan Documents (including by Mortgage Lender and each Mezzanine

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Lender), the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, each IP License, and the operation of the business currently conducted at any of the Properties, and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things required by the Gaming Authorities to maintain or keep current such approvals.

4.1.4 Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened against or affecting any Loan Party, any Affiliates of Borrower, including Holdings, Operating Company, Manager or any Individual Property, or any prior owner or other holder of any interest in any Individual Property, which actions, suits or proceedings, if determined against any Loan Party, Holdings, Operating Company, Manager, any other Affiliate or any Individual Property, (taking into account the reasonably estimated damages payable in connection therewith), is reasonably likely to materially adversely affect the condition (financial or otherwise) or business of any Loan Party, any Affiliate of Borrower that is a direct or indirect owner of Borrower or Mortgage Borrower, including Holdings, Manager and Operating Company, or the condition or ownership of any Individual Property, or any of the material rights, interests and remedies of Lender under the Loan Documents (taken as a whole). None of the actions described on Schedule XXIV, if determined adversely to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and/or any of their respective Affiliates, as applicable, would result in the payment by Borrower, Operating Company, Manager or such Affiliate of an amount in excess of Ten Million and no/100 Dollars ($10,000,000.00), except to the extent covered by insurance.

4.1.5 Agreements. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is in default, in any material respect, in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or any of the Properties are bound. None of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager or Operating Company is a party or by which Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, the Collateral or the Properties is otherwise bound, other than (a) with respect to Mortgage Borrower, Permitted Indebtedness, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement and obligations under the Mortgage Loan Documents, (b) with respect to Borrower, Permitted Indebtedness, obligations under the Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, and (c) with respect to Senior Mezzanine Borrower, Permitted Indebtedness, obligations under the Senior Mezzanine Loan Documents and obligations set forth in clause (t) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Senior Mezzanine Loan Agreement, and (d) with respect to Operating Company, the Operating Lease, and Permitted Indebtedness (Operating Company).

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4.1.6 Title. (a) The Borrower (as pledgor under the Pledge Agreement) is the record and beneficial owner of, and Borrower has good and marketable title to the Collateral, free and clear of all Liens whatsoever except such Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of any of the Properties (as currently used) or Borrower’s ability to repay the Loan. The Pledge Agreement, together with the delivery of the certificates evidencing ownership of the Pledged Company Interests and the endorsement in blank, that were delivered concurrently therewith, created a valid, perfected first priority lien on and security interest in and to the Collateral in favor of JPM (on behalf of the Lenders), subject only to the Liens created by the Loan Documents. The Pledge Agreement is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders (immediately prior to the execution and delivery of this Agreement) and by the Initial Lenders to the Collateral Agent (immediately following the execution and delivery of this Agreement) and the Pledge Agreement as assigned and ratified on the date hereof, together with the delivery to the Collateral Agent of the certificates evidencing ownership of the Pledge Company Interests and the endorsement in blank thereto does and will continue to create a valid, perfected first priority lien on the Collateral in favor of Collateral Agent (on behalf of the Lender), subject only to the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents.

(b) Each Operating Company has good, marketable title to the Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Permitted Indebtedness (Operating Company)”).

4.1.7 Solvency. Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. The fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Manager, Operating Company, any Loan Party or any constituent Person, and none of Borrower, Manager, Operating Company, any Loan Party or any constituent Person has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Manager, Operating Company, any Loan Party or any of their respective constituent Persons are

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contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of Borrower’s, Manager’s, Operating Company’s or any Loan Party’s assets or properties, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it, Manager, Operating Company, any Loan Party or such constituent Persons.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which has, nor as far as Borrower can foresee, might reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

4.1.9 No Plan Assets. Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

4.1.10 Compliance. Except as disclosed in the zoning reports obtained by Lender in connection with the origination of the Loan, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company and each Individual Property (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager and Operating Company are not in default or violation of (i) any material order, writ, injunction, decree or demand of any Gaming Authority or (ii) any material order, writ, injunction, decree or demand of any other Governmental Authority. There has not been committed by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan, the Collateral, the Senior Mezzanine Collateral, the Properties and each Loan Party (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of the Properties as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, Borrower does not have any

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contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral, the Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Borrower has no Indebtedness other than the Loan and other Permitted Indebtedness. Except for Permitted Indebtedness (Operating Company), Operating Company does not have any Indebtedness or contingent liabilities, or due and unpaid liabilities for taxes, that are known to Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Company and reasonably likely to have a materially adverse effect on the Collateral, any Senior Mezzanine Collateral, Borrower, any Loan Party, any Individual Property or the operation thereof as mixed-use hotel and casino properties, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Operating Company from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations. No part of the proceeds of the Loan has been used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access. Each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the Title Insurance Policies. All roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person. Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

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4.1.17 Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and Borrower, any Affiliates of Borrower including Holdings, Manager, Operating Company and Guarantor have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment. There are no prior assignments of the Leases (including the Operating Leases) or of the Rents (or any Revenue) due and payable or to become due and payable which are presently outstanding except in accordance with the Mortgage Loan Documents. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance. Borrower (or Senior Mezzanine Borrower or Mortgage Borrower or Operating Company) has obtained and has delivered to Lender certified copies of all Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any such Policies except such as have been disclosed to Lender, and no Person, including Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower and Operating Company, has done, by act or omission, anything which would impair the coverage of any such Policies.

4.1.21 Use of Properties. Each Individual Property is used exclusively as a mixed-use hotel and casino operation, and other appurtenant and related uses.

4.1.22 Gaming Licenses and Operating Permits.

(a) Schedule IX contains a correct and complete list of all Gaming Licenses and other material licenses, certification and permits for each of the Properties (and the holder thereof).

(b) Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Collateral, Senior Mezzanine Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents which are material to the ownership of the Senior Mezzanine Collateral, Mortgage Borrower possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all certificates of occupancy, which are material to the ownership and use of each of the Properties, and each Manager (from and after the effectiveness of the applicable Management Agreement) and Operating Company possess all licenses, permits, franchises, authorizations, certificates, approvals and consents, including,

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without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of their business and the use, occupation and operation of each of the Properties and the failure to possess which would have an Individual Material Adverse Effect (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Borrower’s, Mortgage Borrower’s, Senior Mezzanine Borrower’s or Operating Company’s business); Borrower, Senior Mezzanine Borrower, Mortgage Borrower, each Manager (from and after the effectiveness of the applicable Management Agreement), Operating Company and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any material restriction thereon.

(c) Operating Company, each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its or their Affiliates possesses all Gaming Licenses which are material to the conduct of their business and the ownership, use, occupation and operation of each of the Properties. Further, Borrower hereby represents and warrants as follows:

(i) Each Gaming License (with respect to each Manager, from and after the effectiveness of the applicable Management Agreement) is in full force and effect (except for such Gaming Licenses as are not necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business); Operating Company and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Operating Company is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), each Manager (from and after the effectiveness of the applicable Management Agreement) and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in any Manager is in compliance in all material respects with all such Gaming Licenses (to the extent required by Legal Requirements), and no event (including, without limitation, any material violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(ii) Borrower has no reason to believe that Manager, Mortgage Borrower or Operating Company will not be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of their business or operations wherever now conducted and as planned to be conducted, including the ownership and operation of the Casino Components, pursuant to all applicable Legal Requirements;

(iii) All Gaming Licenses are in full force and effect and have not been amended or otherwise modified, rescinded, revoked or assigned in any manner that would reasonably be expected to have an Individual Material Adverse Effect;

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(iv) Neither Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager or Operating Company is in default in any material respect under, or in violation in any material respect of, any Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any Gaming License) (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Manager’s or Operating Company’s business);

(v) Neither Mortgage Borrower, Manager nor Operating Company has received any notice of any violation of Legal Requirements which has caused or would reasonably be expected to cause any Gaming License to be suspended, forfeited, modified in any manner that would have an Individual Material Adverse Effect, not renewed, rescinded or revoked (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business);

(vi) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any Gaming License (unless, in the case of any Gaming License, such Gaming License is no longer necessary or advisable for the conduct of Mortgage Borrower’s, Manager’s or Operating Company’s business); and

(vii) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Agreement.

(d) There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened against any of Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower, Operating Company or, to Borrower’s knowledge, any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Borrower, Mortgage Borrower, Manager, Senior Mezzanine Borrower or Operating Company and that could reasonably be expected to have an Individual Material Adverse Effect.

(e) There is no proceeding (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, to Borrower’s knowledge, threatened either (a) in connection with, or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Loan Documents or any of the transactions contemplated therein, or (b) that could reasonably be expected to have an Individual Material Adverse Effect.

(f) Neither the execution, delivery or performance of any of the Loan Documents (nor the sale or any participations in the Loan, or the creation or sale of any of the Mortgage Loan or Mezzanine Loans) will (i) require the consent of any Gaming Authority not heretofore obtained or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

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4.1.23 Intentionally Omitted.

4.1.24 Intentionally Omitted.

4.1.25 Intentionally Omitted.

4.1.26 Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

(b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute

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defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization. (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

(b) Operating Company’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Operating Company is organized under the laws of the state of Nevada (or, in the case of Harrah’s Atlantic City Operating Company, LLC, New Jersey).

(c) Manager’s principal place of business as of the date hereof is the address set forth in Schedule I. Manager is organized under the laws of the state of Nevada (or, in the case of HAC CMBS Manager, LLC, New Jersey).

4.1.29 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid, and, under current Legal Requirements, the Pledge Agreement is enforceable in accordance with their respective terms by Collateral Agent (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness. (a) Borrower hereby (i) represents and warrants that, from the Original Closing Date until the date hereof, each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) has been a Special Purpose Entity (as such term was defined in the Original Loan

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Agreement), and (ii) represents, warrants and covenants that from the date hereof until the Debt is paid in full each Borrower and each SPE Party (other than Paris Individual Borrower and Laughlin Individual Borrower) is, shall be and shall continue to be a Special Purpose Entity. Borrower hereby (1) represents and warrants that, from the Swap Closing Date until the date hereof, each of Paris Individual Borrower and Laughlin Individual Borrower has been a Special Purpose Entity (as such term was defined in the Original Loan Agreement), and (2) represents, warrants and covenants that from the date hereof until the Debt is paid in full each of Paris Individual Borrower and Laughlin Individual Borrower is, shall be and shall continue to be a Special Purpose Entity. Each of Original Tahoe Borrower and Original Showboat Borrower was a Special Purpose Entity (as such term was defined in the Original Loan Agreement) for the period from the Original Closing Date to and including the Swap Closing Date.

(b) The representations, warranties and covenants set forth in Section 4.1.30 shall survive for so long as any amount remains payable to any Lender under this Agreement or any other Loan Document.

(c) All of the assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent non-consolidation opinion or update required to be delivered in connection with the Loan Documents (an “Additional Insolvency Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Borrower has complied and will comply with, and Borrower shall cause each SPE Party, Manager and Operating Company to comply with, all of the assumptions made with respect to the SPE Parties, Manager and Operating Company in the Insolvency Opinion. The SPE Parties will have complied and will comply with all of the assumptions made with respect to the SPE Parties in any Additional Insolvency Opinion. Each entity with respect to which an assumption shall be made in any Additional Insolvency Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional Insolvency Opinion.

(d) All of the assumptions made in the True Lease Opinion, including, but not limited to, any exhibits attached thereto, are true and correct and any assumptions made in any subsequent true lease opinion or update required to be delivered in connection with the Loan Documents (an “Additional True Lease Opinion”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct. Each SPE Party has complied and will comply with, and Borrower shall cause Manager and Operating Company to comply with, all of the assumptions made with respect to such SPE Parties and Operating Company in the True Lease Opinion. Each SPE Party will have complied and will comply with all of the assumptions made with respect to such SPE Parties in any Additional True Lease Opinion. Each entity with respect to which an assumption shall be made in any Additional True Lease Opinion will have complied and will comply with all of the assumptions made with respect to it in any Additional True Lease Opinion.

4.1.31 Operating Leases; Operating Lease Guaranty. The Operating Leases and the Operating Lease Guaranty are in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

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4.1.32 Illegal Activity. No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 Reserved.

4.1.34 Investment Company Act. Borrower is not an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.1.35 Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Holdings, Operating Company and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in any Loan Party or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law (“Embargoed Person”); (b) no Embargoed Person has any interest of any nature whatsoever in any Loan Party, Manager, Holdings or Operating Company, as applicable, with the result that the investment in any Loan Party, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Loan Party, Manager, Holdings or Operating Company, as applicable, have been derived from any unlawful activity with the result that the investment in Loan Party, Manager, Holdings or Operating Company, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Intentionally Omitted.

4.1.37 Taxes including Gaming Taxes and Fees. Mortgage Borrower, Borrower and each of their respective Affiliates (including Manager), and Operating Company and each of its Affiliates, have filed or caused to be filed all Federal, state, local and foreign tax returns (including, without limitation, all reports relating to gaming taxes and fees to the Gaming Authorities) which are required to be filed by them, on or prior to the Original Closing Date or the date hereof, as applicable, other than tax returns in respect of taxes that (i) are not franchise, capital or income taxes, (ii) in the aggregate are not material and (iii) would not, if unpaid, result in the imposition of any material Lien on any property or assets of Mortgage Borrower (or any of its Affiliates, including Manager), Senior Mezzanine Borrower, Borrower or Operating Company (or any of their respective Affiliates). All such filed tax returns were, to Borrower’s knowledge, true, correct and complete when filed. Mortgage Borrower and its Affiliates (including Manager), Senior Mezzanine Borrower, Borrower and Operating Company and each of their respective Affiliates, have paid or caused to be paid all taxes shown to be due and payable on such filed returns or on any assessments received by them, other than any taxes or assessments the validity of which Mortgage Borrower, or such Affiliate (or Senior Mezzanine Borrower, Borrower, Operating Company and its Affiliates, as applicable) is contesting in good faith by appropriate proceedings, and with respect to which Mortgage Borrower or such

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Affiliates (Borrower, Senior Mezzanine Borrower or Operating Company and its Affiliates, as applicable) shall have set aside adequate reserves. None of Borrower, Senior Mezzanine Borrower, Mortgage Borrower nor any of their respective Affiliates, including Manager (nor Operating Company or any of their respective Affiliates, as applicable) has as of the date hereof requested or been granted any extension of time to file any Federal, state, local or foreign tax return. None of Mortgage Borrower, Senior Mezzanine Borrower, Borrower or Operating Company or any of their respective Affiliates is party to (or has any obligation under) any tax sharing agreement.

4.1.38 Loan Proceeds; Payment of Interest. Borrower used the Loan proceeds in accordance with and for the purposes specified in the Original Loan Agreement (and for no other purpose). Borrower has made all payments of interest that accrued and were payable under the Original Loan Agreement as and when due.

4.1.39 Intentionally Omitted.

4.1.40 Operation of Properties. (a) The operation, management and use of each Individual Property by Mortgage Borrower, Manager and Operating Company is in compliance in all material respects with applicable Legal Requirements, including all applicable Gaming Laws, and all other federal, state, or local governmental authorities including, without limitation, those requirements relating to such Individual Property’s physical structure and environment, except to the extent that non-compliance would not reasonably be expected to have an Individual Material Adverse Effect.

(b) The licenses, permits, and regulatory agreements, approvals and registrations relating to each Individual Property, including the Gaming Licenses, (i) may not be, and have not been, transferred to any location other than any Individual Property; have not been pledged as collateral security for any other loan or indebtedness; and are held free from restrictions or known conflicts that would materially impair the use or operation of any Individual Property as intended, (ii) are in full force and effect and in good standing and (iii) are not provisional, conditional or probationary in any manner.

(c) None of Mortgage Borrower, Manager, Borrower, Senior Mezzanine Borrower, Holdings, Guarantor or Operating Company is currently the subject of any proceeding by any Governmental Authority, and no notice of any violation has been received from a Governmental Authority that, in either case, would reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(d) None of Mortgage Borrower, Manager, Senior Mezzanine Borrower, Borrower, or Operating Company has received a statement of charges or deficiencies and no penalty enforcement actions have been undertaken against any of them relating to any Individual Property by any Governmental Authority during the last three (3) calendar years which caused or could cause an Individual Material Adverse Effect or an Aggregate Material Adverse Effect.

(e) Each Operating Lease and Operating Lease Guaranty is in full force and effect and no party to either agreement has defaulted thereunder in any material respect.

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(f) None of Mortgage Borrower or Operating Company has pledged its receivables relating to any of the Properties as collateral security for any other loan or indebtedness.

4.1.41 Management Agreement. Each Management Agreement that has become effective is in full force and effect and there is no material event of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No management or other fees have been paid in advance of their due date under the Management Agreement. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Management Agreement.

4.1.42 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents and Senior Mezzanine Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by the Mortgage Lender or Senior Mezzanine Lender or to whether the related Mortgage Loan Document or Senior Mezzanine Loan Document has been repaid or otherwise terminated, unless otherwise consented to in writing by Requisite Lenders.

4.1.43 Affiliates. Effective as of the consummation of the transactions contemplated by this Agreement (and still effective as of the date hereof), the sole member of Borrower is Principal, which owns one hundred percent (100%) of the membership interests in Borrower. Borrower does not have any subsidiaries except as set forth in Schedule VIII.

Section 4.2. Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to any Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1. Affirmative Covenants. From the Original Closing Date (or, with respect to each Swap Property and the related Borrowers and Mortgage Borrowers, from the Swap Closing Date) and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Pledge Agreement (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements. Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the

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Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property or any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, Senior Mezzanine Collateral, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges. Borrower shall pay or shall cause Mortgage Borrower to pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay or cause to be paid Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver or cause to be delivered to

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Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid; provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof. Borrower shall not suffer (and shall not permit Mortgage Borrower to suffer) and shall promptly pay or cause to be paid and discharged (or cause Mortgage Borrower to pay or cause to be paid and discharged) any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay or cause to be paid for all utility services provided to the Properties. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (c) none of the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part of either or interest in either will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon receipt of a final, non-appealable determination thereof pay (or cause Mortgage Borrower to pay) the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender (or Servicer on its behalf) may pay over any such cash deposit or part thereof held by Lender (or Servicer on its behalf) to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to Borrower’s knowledge, threatened against Borrower, Manager, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, Operating Company, Holdings or Guarantor which, in any such case, might materially adversely affect Borrower’s, Manager’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, the Collateral’s, Operating Company’s, Holding’s or Guarantor’s condition (financial or otherwise) or business or any Individual Property. Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to the settlement of any claim against Borrower, other than a fully insured third party claim, in any amount greater than One Hundred Thousand and no/100 Dollars ($100,000.00).

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5.1.4 Access to Properties. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender and any Lender, and prospective purchasers of any Note or any interest therein, to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice, and Borrower shall cause Manager and Operating Company to permit such access by Lender, in each case subject to the rights of tenants under Leases and Hotel guests.

5.1.5 Notice of Default. Borrower shall promptly advise Lender of any material Default or Event of Default of which Borrower has knowledge, including any Mortgage Loan Default, Senior Mezzanine Loan Default, Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default.

5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits. Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any actual, reasonable out-of-pocket expenses incurred in connection therewith (including actual, reasonable out-of-pocket attorneys’ fees and disbursements, and, if reasonably required, the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances. Borrower shall and shall cause Mortgage Borrower, Senior Mezzanine Borrower, Guarantor, Manager and Operating Company to, at Borrower’s sole cost and expense:

(a) furnish to Lender and Collateral Agent all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument, in each case in such party’s possession, not subject to confidentiality restrictions barring the delivery of such materials, and which are either required to be furnished by Borrower, Manager or Operating Company pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender and Collateral Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

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(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender or Collateral Agent shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits. Borrower represents that it has caused Mortgage Borrower to pay all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages.

5.1.11 Financial Reporting. (a) Borrower will keep or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis acceptable to Lender), books, records and accounts reflecting all of the financial affairs of Borrower, Senior Mezzanine Borrower and Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender (at Lender’s sole cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine the books, records and accounts of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or to the extent permitted under the Operating Lease, Manager’s or Operating Company’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish or cause to be furnished to Lender annually, within no more than one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of the annual financial statements of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower and Borrower (and of no other entity or Person), audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year (and no other Persons, Properties or assets) and containing statements of profit and loss for the Operating Companies, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis) and a balance sheet for the Operating Company, Borrower, Senior Mezzanine Borrower, Mortgage Borrower and the Properties (on a combined basis), in each case showing no other assets than the Properties (and the interests of Operating Company, Borrower, Senior Mezzanine Borrower and Mortgage Borrower therein). All such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing Borrower’s reasonable and good faith determination of aggregate annual EBITDAM and Excess Cash Flow from all of the Properties and capital expenditures (allocated between maintenance and growth) at the Properties. All such statements (other than Excess Cash Flow) shall also set forth unaudited schedules for each Individual Property, detailing the statements of profit and loss and a balance sheet for each Individual Property, as well as gross revenues, gross hotel and casino revenues, EBITDAM and capital expenditures (allocated between maintenance and growth). The annual financial statements, as described above, shall be accompanied by (1) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (2) an unqualified opinion of a “Big Four”

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accounting firm or other independent certified public accountant reasonably acceptable to Lender, (3) room rate reports and RevPAR calculations, and (4) an Officer’s Certificate certifying (A) that each annual financial statement presents fairly the financial condition and the results of operations of the Operating Companies, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties being reported upon, (B) that such financial statements have been prepared in accordance with GAAP (or such other accounting basis acceptable to Lender) and (C) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. Any audits performed by Borrower (and any audited materials and other information provided to Lender, as required hereunder in order for Borrower to comply with the requirements of this subparagraph (b)) may be performed with respect to the Properties on a “combining basis” (so that a single audit of the Properties, rather than individual audits of each of the separate Properties, may be performed and provided). It is understood and agreed that with respect to monthly financial statements required by this Section 5.1.11(b), such statements with respect to July 2010 will be those required by Section 5.1.11(b) of the Original Loan Agreement and such statements with respect to August 2010 will be those required by this Section 5.1.11(b).

(c) Borrower will furnish, or cause to be furnished, to Lender on or before sixty (60) days after the end of each fiscal quarter the following items, accompanied by an Officer’s Certificate stating that such items fairly present the financial condition and results of the Operating Company, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and the Properties, subject to normal year-end adjustments, as applicable: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; and (ii) a calculation reflecting the Debt Service Coverage Ratio, gross revenues, gross hotel and casino revenues, EBITDAM, Excess Cash Flow and capital expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter. Borrower shall provide the statements and calculations required hereunder (other than Excess Cash Flow) on both a “combined basis” for all Properties and on an Individual Property-by-Individual Property basis. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than ninety (90) days. In addition, Borrower shall be obligated to provide the statements and calculations (other than Excess Cash Flow), as well as the Officer’s Certificate described in this subparagraph (c), and the “White Books” to Lender on a monthly basis (such requirements to be modified as appropriate to reflect the fact that the information shall be required to be provided monthly (e.g., monthly rent rolls, monthly and year-to-date operating statements)), a calculation reflecting the Debt Service Coverage Ratio for the immediately preceding twelve (12) month period as of the last day of such month, and a calculation of the Post-Rio Leverage Ratio (as defined in the Mortgage Loan Agreement) as of the last day of such month, if applicable, for each month during the existence of a Rio Leverage Event (as defined in the Mortgage Loan Agreement), in each case within no more than thirty (30) days following the end of each calendar month.

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(d) (i) For the partial year period commencing on the Original Closing Date, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Agreement or any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Annual Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Annual Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in the Mortgage Loan Documents and any of the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(ii) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall or shall cause Mortgage Borrower to submit to Lender an annual capital spending budget (“Cap Ex Budget”) not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event the Cap Ex Budget shall be subject to the reasonable approval of Lender). Borrower shall or shall cause Mortgage Borrower to submit to Lender any material variation, material amendment, material supplement or other material modification to the Cap Ex Budget in form reasonably satisfactory to Lender and for informational purposes only (unless (A) an Event of Default shall have occurred and be continuing and/or (B) any event of default as defined in any of the Mortgage Loan Documents or the Other Mezzanine Loan Documents shall have occurred thereunder and be continuing, in which event such material variations, material amendments, material supplements or material modifications shall be subject to the reasonable approval of Lender).

(e) If, at the time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Properties and Related Properties collectively, will be a “Significant Obligor”, as that term is defined in Item 1101(k) of Regulation AB (as defined below), Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any other loans made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (each, a “Related Loan”) as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the

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Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after written notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than sixty (60) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, in writing, Borrower shall use commercially reasonable efforts to furnish to Lender financial data and/or financial statements for any tenant of any of the Properties (other than a tenant that is a reporting company under the Exchange Act) if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor. “Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to any of the Properties. “Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

(f) All financial data and financial statements provided by Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company hereunder pursuant to Section 5.1.11(e) shall be prepared in accordance with GAAP, and all such financial statements shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and any other applicable legal requirements. All financial statements referred to in clause (ii) of Section 5.1.11(e) shall be audited by independent accountants of Borrower reasonably acceptable to Lender in accordance with Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB, Regulation S-X, Regulation S-K to the extent applicable and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance reasonably acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided, in each case if applicable. All financial data and financial statements (audited or unaudited) provided by Borrower under this Section 5.1.11(f) shall be accompanied by an Officer’s Certificate which shall state that such financial statements meet the requirements set forth in the first sentence of this Section 5.1.11(f) to the extent applicable.

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(g) If requested by any Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as any Lender shall reasonably determine to be required pursuant to Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by any Lender.

(h) In the event Lender reasonably determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB, Regulation S-X, Regulation S-K or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of Sections 5.1.11(e) and (f), Lender may request, and Borrower shall promptly provide, such other financial statements as Lender determines to be necessary or appropriate for such compliance.

(i) Until such time as the Loan is paid in full, Borrower shall cause Holdings to (i) file with the SEC as part of its reports filed under the Exchange Act (if applicable) information with respect to the Borrower, its financial condition and results of operations in a form substantially similar to the information filed currently (or as may be changed due to changing law or regulation) with respect to HOC as Exhibit 99.1 or Exhibit 99, as applicable, to Holdings’ Annual Report on Form 10-K or Quarterly Reports on Form 10-Q, and (ii) continue to file such information with the SEC whether or not Holdings is obligated to file any reports under the Exchange Act. The filings described in the immediately preceding sentence shall be made at such times as Holdings files with the SEC its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, commencing with respect to the fiscal quarter ending September 30, 2010. In addition, filings consistent with those described in the second preceding sentence with respect to the fiscal quarter ending June 30, 2010 shall be made promptly following such time that such filings are available for filing by Holdings with the SEC (but in any event on or prior to September 15, 2010).

(j) Reference is made to the provisions of Section 11.7 which Borrower understands applies to the statements, financial information, budgets and other materials provided as described in this Section 5.1.11 and that such materials shall be Borrower Materials thereunder. Borrower shall comply with Section 11.7 with respect to such Borrower Materials, and Lender and Servicer shall be entitled to treat any such Borrower Materials that are not marked “PUBLIC” or filed with the SEC as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

(k) The Borrower will (directly or through Holdings) hold a customary quarterly conference call with the Lenders and Servicer to discuss the financial results of Holdings with the Lenders, beginning with a discussion of the fiscal quarter ended September 30, 2010 (it being understood that such call may be the same quarterly call hosted by Holdings to discuss its financial results with investors generally). Each such conference call will not be later than ten (10) business days from the date on which Holding’s financial information is filed with the SEC. In addition, Borrower will provide to the Lenders copies of each Form 10Q and Form 10K of Holdings filed with the SEC, commencing with the Form 10Q filed in respect of the fiscal quarter ended September 30, 2010; provided, that, the filing of such financial statements with the SEC shall satisfy such obligation of the Borrower hereunder.

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(l) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Subject to Section 11.8, Borrower agrees that Lender may disclose information regarding any of the Properties, the Collateral, the Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Operating Company that is provided to Lender pursuant to this Section in connection with any Securitization, Syndication or Assignment, to such parties reasonably requesting such information in connection with such Securitization, Syndication or Assignment.

5.1.12 Business and Operations. Borrower will, and will cause Manager, Mortgage Borrower and Operating Company to, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and will cause Manager, Senior Mezzanine Borrower, Mortgage Borrower and Operating Company to qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties.

5.1.13 Title to the Properties, Senior Mezzanine Collateral and the Collateral. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person. Borrower will warrant and defend (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder and (b) the validity and priority of the Liens of the Pledge Agreement, subject only to Liens permitted hereunder in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Collateral, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Mezzanine Borrower to warrant and defend (a) the title to the Senior Mezzanine Collateral and every part thereof, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents and (b) the validity and priority of the Liens of the pledge agreement constituting a Senior Mezzanine Loan Document, subject only to Liens permitted hereunder and under the Senior Mezzanine Loan Documents in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in any part of the Senior Mezzanine Collateral, other than as permitted hereunder, is claimed by another Person.

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5.1.14 Costs of Enforcement. In the event (a) that any Mortgage encumbering any Individual Property, the Lien of any pledge agreement constituting a Senior Mezzanine Loan Document, or the Lien of the Pledge Agreement is foreclosed in whole or in part or that any such Mortgage, pledge agreement or Pledge Agreement is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Mortgage encumbering any Individual Property or any Lien prior to or subsequent to the Lien of the Pledge Agreement in which proceeding Mortgage Lender or Lender is made a party or exercises any or all of its rights or remedies under such Mortgage or Pledge Agreement, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or an assignment by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all reasonable out-of-pocket costs of collection and defense, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender, Mortgage Borrower, Senior Mezzanine Borrower or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender or Servicer, Borrower shall within ten (10) Business Days (but, provided there exists no Default or Event of Default, no more often than twice during the course of each Fiscal Year of Borrower) furnish to Lender or Servicer, as applicable, a statement, duly acknowledged and certified, setting forth (A)(i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and (B) with respect to the Mortgage Loan or Senior Mezzanine Loan, setting forth (i) the original principal amount of the Mortgage Loan or Senior Mezzanine Loan, (ii) the unpaid principal amount of the Mortgage Loan or Senior Mezzanine Loan, (iii) the interest rate of the Mortgage Loan or Senior Mezzanine Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the debt, if any, and (vi) that the Mortgage Note, the Mortgage Loan Agreement, the Senior Mezzanine Note, the Senior Mezzanine Loan Agreement, the other Senior Mezzanine Loan Documents and the other Mortgage Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall exercise reasonable best efforts to deliver to Lender or Servicer upon request, tenant estoppel certificates from each space tenant leasing space at the Properties, and shall exercise reasonable best efforts to deliver an estoppel certificate from each ground lessor, each in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

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(c) After request by Borrower, but not more than twice during the course of each year, Lender (or Servicer, on behalf of Lender) shall furnish Borrower with a statement setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, and (v) that the Loan Documents have not been modified or if modified, giving particulars of such modification.

5.1.16 Reserved.

5.1.17 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document and Senior Mezzanine Loan Document executed and delivered by, or applicable to, Mortgage Borrower and Senior Mezzanine Borrower.

5.1.18 Intentionally Omitted.

5.1.19 No Joint Assessment. Borrower shall not, and shall not permit Mortgage Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property, except as required by Legal Requirements.

5.1.20 Leasing Matters. (a) Borrower shall not (and shall cause Mortgage Borrower and Guarantor (Operating Lease) not to), without the prior written consent of Lender (and, if a Securitization shall have occurred, Borrower shall have obtained and delivered to Lender a Rating Agency Confirmation) restate, materially modify, materially amend or materially supplement (or permit the restatement, material modification, amendment or supplement of) any Operating Lease or Operating Lease Guaranty (provided, that any modification, amendment or supplement affecting any of the economic terms of any Operating Lease or any of the terms of the Operating Lease Guaranty shall be deemed to be material for purposes hereof), terminate or accept the surrender (or permit the termination or surrender) of any Operating Lease or Operating Lease Guaranty, or release or materially waive (or permit the release or material waiver of) the Operating Company or Guarantor (Operating Lease) from the performance or observance of any obligation or condition under the Operating Leases or Operating Lease Guaranty. In connection with a material modification, Lender may request, and in such event, Borrower shall not effect such modification without, an Additional True Lease Opinion in form and substance reasonably satisfactory to Lender issued by Borrower’s counsel (at Borrower’s expense). Borrower shall not permit (or cause or permit Mortgage Borrower to permit) the prepayment of any rents under the Operating Leases for more than one (1) month prior to the due date thereof. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any modification, amendment or waiver of any provision of the Operating Lease as may be reasonably necessary to comply with the requirements of this

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Agreement or any other Loan Document or that makes the provisions of the Operating Lease consistent with the provisions of this Agreement or any other Loan Document. Notwithstanding anything contained in this Section 5.1.20(a) to the contrary, (x) Lender’s consent to any amendment, modification or supplement of the Operating Lease (or any new Operating Lease) or the Operating Lease Guaranty may also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and/or an Additional True Lease Opinion acceptable to Lender, and (y) Lender’s consent to any assignment of any Operating Lease or Operating Lease Guaranty (or of any interest therein) or any material amendment, material modification or material supplement of any Operating Lease shall also be conditioned on the delivery by Borrower, upon the reasonable request of Lender, of an Additional Insolvency Opinion and an Additional True Lease Opinion acceptable to Lender.

(b) Borrower shall not permit (or consent to) an assignment by any Operating Company of any such Operating Company’s interest(s) under any Operating Lease or an assignment by any Mortgage Borrower of any such Mortgage Borrower’s interest(s) under any Operating Lease Guaranty without, in each case, Lender’s prior written consent (and, if a Securitization shall have occurred, at Lender’s request, without Borrower providing to Lender a Rating Agency Confirmation and an Additional True Lease Opinion). For the avoidance of doubt, the foregoing sentence shall not restrict space leases and subleases otherwise permitted hereunder.

(c) Subject to clause (d) below, each Operating Company may enter into space leases and renewals of space Leases. All such space Leases and all renewals of space Leases executed after the Original Closing Date entered into by Operating Company shall (i) provide for rental rates, rent credits and free rent periods comparable to existing local market rates for comparable properties; (ii) be on commercially reasonable terms; (iii) provide that such Lease is subordinate to the Mortgage encumbering the Individual Property in question and that the lessee will attorn to Mortgage Lender and any purchaser at a foreclosure sale; (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents; (v) not grant to the tenants thereunder any option or right to purchase the applicable Individual Property (or any portion thereof); and (vi) in the case of Major Leases, have initial terms less than twenty (20) consecutive years, in each case (unless otherwise consented to by Lender pursuant to clause (d) below).

(d) (i) Any Major Lease entered into by Operating Company with respect to an Individual Property executed after the Original Closing Date (and any renewal of any Major Lease with respect to an Individual Property), and any space Lease or space Lease renewal proposed to be entered into by Operating Company after the Original Closing Date and that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above, shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not terminate or accept the surrender of (and shall not permit Operating Company or Mortgage Borrower to terminate or accept the surrender of) a Major Lease (unless by reason of a tenant default) without the consent of Lender.

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(ii) Every submission to Lender of any proposed Major Lease (or Major Lease renewal, amendment, modification or termination) or proposed space Lease or space Lease renewal that does not meet the criteria set forth in Sections 5.1.20(a) and subparagraph (c) above for Lender’s approval shall be forwarded to Lender together with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the request for approval), then Borrower shall re-submit such documents or materials to Lender for its approval together with a second notice from Borrower that complies with this section.

(iii) If Lender fails to approve or disapprove any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED CONSENT TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within five (5) Business Days of receipt of same, then Lender’s consent to the proposed request or submission that is the subject of such notice shall be deemed granted.

(e) Borrower shall and shall cause Mortgage Borrower and Operating Company to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits); (iv) not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents; and (vi) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(f) Upon request, Borrower shall furnish Lender with executed copies of all new Leases or Lease renewals or amendments.

(g) Notwithstanding anything to the contrary contained herein, Borrower shall not enter into (or permit Operating Company or Mortgage Borrower to enter into) a lease of all or substantially all of any Individual Property without Lender’s prior consent.

5.1.21 Alterations. (a) Borrower shall cause all Alterations with respect to any portion of any of the Properties to be conducted and performed with due diligence in a good and workmanlike manner, and all materials used and work done shall be in accordance with all applicable Legal Requirements. In addition, with respect to the Convention Center Project, to the

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extent such project is pursued, Borrower agrees to cause Mortgage Borrower to (i) diligently pursue such project to completion in a timely manner, subject to delays arising from Force Majeure events, (ii) cause the work to be performed in connection with such project in substantial conformance with the plans and specifications for such project and otherwise in conformity with the Mortgage Loan Agreement, each Senior Mezzanine Loan Agreement and this Agreement, (iii) provide Lender with reasonably detailed monthly progress reports (and such information as Lender shall reasonably request from time to time) regarding the status of the Convention Center Project, (iv) upon the substantial completion of such project, provide Lender with evidence of the substantial completion of such project, copies of final unconditional lien waivers from the general contractors, construction managers or subcontractors for such project (if requested by Lender) and evidence of the final payment of all amounts due in connection with such project, and a title search for the affected Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, and (v) upon final completion of such project, provide Lender with a final survey acceptable to Lender showing the “as-built” location of the completed Improvements and all easements appurtenant thereto, “as-built” plans and specifications for Lender’s file and a certificate of occupancy to the extent issued by the relevant Governmental Authority.

(b) Borrower shall obtain Lender’s prior consent to (i) any Material Alterations (unless collateral or a completion guaranty is provided as set forth in subparagraph (c) below) or (ii) any Alterations to any of the Improvements (even if otherwise described in clause (i) above) that is reasonably likely to have an Individual Material Adverse Effect. Lender’s consent shall not be required for any Alterations other than the Alterations described in the preceding sentence. Notwithstanding any provision hereof to the contrary, without Lender’s consent, not to be unreasonably withheld or delayed, in no event shall Borrower close or shutter, or undertake or permit any tenant or other Person to undertake, an Alteration that, alone or together with other work then being undertaken, closes or shutters, more than ten percent (10%) of the income-generating space in any Individual Property at any one time. Prior to undertaking any Alteration with respect to an Individual Property in excess of five percent (5%) of the sum of the Allocated Loan Amount for such Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for such Individual Property as of the date hereof, to afford Lender a prior and reasonable opportunity to determine whether or not the proposed Alteration would have an Individual Material Adverse Effect, Borrower will deliver such plans, specifications, project schedules, logistical plans, construction budgets (including a statement of sources and uses) and such other information as Lender may reasonably request in respect of such Alteration for review by Lender (and its consultants). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with reviewing said Alterations proposal, including, without limitation, reasonable counsel fees and disbursements and Lender’s consultants, shall be paid by Borrower. The above-referenced submissions to Lender for confirmation or consent shall be delivered with a notice from Borrower (in bold typeface) that states “YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender responds to Borrower’s request by identifying missing documents or materials that are incomplete or inaccurate (and that are the subject of the

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request for confirmation or approval, as the case may be), then Borrower shall re-submit such documents or materials to Lender for its confirmation or approval, as applicable, together with a second notice from Borrower that complies with this Section. If Lender fails to approve or disapprove (or confirm or deny, as applicable) any such proposed request or submission attached to a first notice or request sent by Borrower (or the matters that are the subject of the re-submitted notice or request for confirmation or approval) within ten (10) Business Days of receipt of same, Borrower shall re-submit such instruments or materials to Lender for Lender’s confirmation or approval and give Lender a second notice (in bold typeface) that states “SECOND NOTICE — YOUR FAILURE TO RESPOND TO THIS NOTICE AND REQUEST FOR [CONFIRMATION][APPROVAL] WITHIN TEN (10) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE SHALL CONSTITUTE YOUR DEEMED [CONFIRMATION][CONSENT] TO THE MATTERS DESCRIBED IN OR THAT ARE THE SUBJECT OF THIS NOTICE”. If Lender fails to respond to such second notice within ten (10) Business Days of receipt of same, then Lender’s confirmation or consent, as applicable, to the proposed request or submission that is the subject of such notice shall be deemed granted.

(c) With respect to any Material Alteration, unless otherwise consented to by Lender, Borrower shall promptly deliver to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and, if a Securitization has occurred, that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by an Eligible Institution, or (E) a completion guaranty from an Approved Guarantor in the form attached hereto as Exhibit B (with such changes as Lender shall approve), together with evidence reasonably satisfactory to Lender that the Approved Guarantor has reasonable liquidity taking into account the nature and amount of the guaranteed obligations under such completion guaranty (it being agreed that, if the Approved Guarantor in question is Holdings, then the amounts available for repayment of such obligations under any revolving credit facility in effect at such time in favor of HOC will be taken into account in determining whether Holdings has reasonable liquidity) and with, if required by applicable Rating Agency requirements, an Additional Insolvency Opinion. Such security, including the amount of the guaranteed obligations under any completion guaranty delivered as aforesaid, shall be in an amount equal to the sum of (i) the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and (ii) the costs of collection, and, upon the occurrence and during the continuance of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such alterations.

5.1.22 Operation of Property; Operating Leases and Management Agreements; Fees Paid to Manager (a) Borrower shall cause Mortgage Borrower to cause each of the Properties to be at all times operated and maintained (i) in all material respects, in accordance with the Operating Leases and the Management Agreements, (ii) in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other

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Operating Permits, (iii) at a standard and level that is consistent, in the case of each Individual Property, with the standard and level of operation of such Individual Property immediately prior to the date hereof, (iv) in accordance with management practices of nationally recognized management companies managing similar properties in locations comparable to those of the related Individual Property, and (v) in a manner that does not violate the Borrower’s representations set forth in Section 4.1.30 of this Agreement, Senior Mezzanine Borrower’s representations set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement or Mortgage Borrower’s representations set forth in Section 4.1.30 of the Mortgage Loan Agreement. The Shared Services Agreement requires HOC to provide (and Borrower shall cause HOC to provide) all services thereunder to the Casino Components, in each case in a first-class manner and not in any manner less favorable than what is being provided to each Individual Property immediately prior to the date hereof.

(b) No Operating Company or Manager shall amend, modify, supplement or waive any provision of the Management Agreement (and no Borrower shall, and no Borrower shall permit, Mortgage Borrower to permit, consent to or acquiesce in any such amendment, modification, supplement or waiver) in a manner that is adverse to Lender, it being acknowledged and agreed by the parties hereto that, without limiting the meaning of adverse, any amendment, waiver or other modification of any provision which would have the effect of (A) increasing management fees, required reserves or termination fees, (B) shortening the term thereof or (C) modifying events of default, rights of termination, standards of care and operation, management responsibilities, intellectual property licenses or approval and supervisory rights of a Borrower or Operating Company shall be deemed adverse to the interests of Lender in a material respect.

(c) No Borrower, Mortgage Borrower or Operating Company shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement (other than as expressly contemplated thereunder).

(d) No Borrower, Mortgage Borrower or Operating Company shall enter into any management agreements other than the Management Agreement and no Operating Company or Borrower shall consent to the assignment of any Manager’s obligations and rights under the applicable Management Agreement, or to a delegation by any Manager of any of its duties under its Management Agreement to any Person without the prior written approval of Mortgage Lender in each case other than as expressly contemplated thereunder.

(e) Borrower shall cause each Operating Company and each Manager to post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Lender makes a request therefor, promptly provide Lender with copies of all such bonds).

(f) No Borrower shall, without Lender’s prior written consent, permit (i) any Operating Company to assign or transfer, and no Operating Company shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Manager) or (ii) any Manager to assign or transfer, and no Manager shall, without Lender’s prior written consent, assign or transfer, or delegate any responsibilities with respect to, any material Gaming License or Operating Permit (other than to the applicable Operating Company).

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(g) Borrower shall cause Operating Company and Manager to make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, including in connection with the modifications of the Mortgage Loan and the Mezzanine Loan contemplated herein and the execution and delivery of the Management Agreement, and shall deliver copies of such filings as Lender shall reasonably request to Lender, promptly upon request. Borrower, Operating Company or Manager will timely pay all fees, investigative fees and costs required by the Gaming Authorities with respect to any such approvals and licenses. Borrower will (or will cause Mortgage Borrower, Operating Company and Manager to) diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

(h) Upon request of Lender, Borrower shall deliver to Lender (or cause Operating Company and Manager to deliver to Lender) such evidence of compliance (by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager and each Individual Property) with all Legal Requirements, including Gaming Laws as shall be reasonably requested by Lender. Borrower shall immediately deliver to Lender (and shall cause Mortgage Borrower, Operating Company and Manager to deliver to Lender) any notice of material non-compliance or material violation of any Legal Requirement, or of any material inquiry or investigation commenced by the Gaming Authorities in connection with any of the Properties. Borrower shall immediately notify Lender if it, Senior Mezzanine Borrower, Mortgage Borrower, Operating Company or Manager believe that any material license, including any Gaming License, is being or could be revoked or suspended, or that any action is pending, being considered or being, or could be, taken to revoke or suspend Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Company’s or Manager’s material licenses, including the Gaming Licenses, or to fine, penalize or impose remedies upon Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company or Manager, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager, in each case if same might reasonably be expected to have an Individual Material Adverse Effect. Borrower shall immediately deliver to Lender any notice received by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager alleging or relating to the material non-compliance by Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company or Manager with any Legal Requirements, including Gaming Laws.

(i) In the event that any of the Operating Leases expire or are terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any of the Operating Leases in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a replacement Operating Lease (in form and substance satisfactory to Lender) with Operating Company or another operating company reasonably satisfactory to Lender and, as a condition to the effectiveness of such replacement Operating Lease, Borrower will cause Guarantor (Operating Lease) to execute and deliver an operating lease guaranty in the same form and substance as the

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Operating Lease Guaranty. In the event that any of the Management Agreements expire or are terminated (without limiting any obligation of Borrower, Senior Mezzanine Borrower or Mortgage Borrower to obtain Lender’s consent or the applicable Senior Mezzanine Lender’s consent or Mortgage Lender’s consent, respectively, to any termination or modification of any of the Management Agreements in accordance with the terms and provisions of this Agreement), Operating Company shall promptly enter into a replacement Management Agreement (in the same form, and containing the same substance, as the Management Agreement or otherwise satisfactory to Mortgage Lender) with Manager or another Person wholly-owned and Controlled by Holdings (and experienced in the management and operation of properties such as the Individual Property(ies) in question) or another manager satisfactory to Mortgage Lender.

(j) Each Borrower shall cause Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by such Operating Company under such Operating Lease, by each Guarantor (Operating Lease) under each such Operating Lease Guaranty, and by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(k) Borrower shall cause and shall cause Mortgage Borrower to cause each Operating Company to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the applicable Operating Lease and applicable Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly deliver to Borrower and Mortgage Borrower a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under such Operating Lease and each such Management Agreement; and (iii) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by each Manager under the applicable Management Agreement, in a commercially reasonable manner.

(l) Borrower shall cause Mortgage Borrower to cause the Hotel Components to be at all times open for business as a hotel and the Casino Components to be open for business as a casino, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Agreement with respect to the performance of any such alterations or repairs).

(m) If any Mortgage Borrower shall be in material default under any Operating Lease or if any Operating Company shall be in default under any Management Agreement, then, subject to the terms of such Operating Lease or Management Agreement, Borrower shall cause Mortgage Borrower (subject to any applicable Legal Requirements) to grant Lender the right (but not the obligation), and Lender shall have the right (but not the obligation), to cause the default or defaults under such Operating Lease or Management Agreement to be remedied and otherwise exercise any and all rights of Mortgage Borrower under such Operating Lease or of Mortgage Borrower or Operating Company under such Management Agreement, as may be

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necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, and Lender shall have the right to enter all or any portion of the affected Individual Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default. The actions or payments of Lender to cure any default by Mortgage Borrower under any Operating Lease or of Mortgage Borrower or Operating Company under any Management Agreement shall not remove or waive, as between Borrower and Lender, any default that may occur or occurred under this Agreement by virtue of such default by Mortgage Borrower under such Operating Lease or by Mortgage Borrower or Operating Company under such Management Agreement. All out-of-pocket sums reasonably expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement and the Collateral.

(n) Borrower shall notify Lender promptly in writing of (i) the occurrence, to Borrower’s knowledge, of any material default by any party to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, (ii) the occurrence, to Borrower’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement, and (iii) the receipt by Borrower or its Affiliate of any notice (written or otherwise) from any party under any Operating Lease, any Operating Lease Guaranty or any Management Agreement noting or claiming the occurrence of any material default by Borrower under such Operating Lease, such Operating Lease Guaranty or any such Management Agreement.

(o) Borrower shall (subject to any applicable Legal Requirements) promptly cause Mortgage Borrower to execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any material default under any Operating Lease or any Management Agreement or to permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the value of the security interest of Lender under the Loan Documents with respect to Collateral. Upon the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to any Operating Lease or any rights of Mortgage Borrower or Operating Company under any Management Agreement, including, without limitation, the right to effectuate any extension or renewal of any Operating Lease or any Management Agreement, or to preserve any rights of Mortgage Borrower whatsoever in respect of any part of any Operating Lease or any rights of Mortgage Borrower or Operating Company whatsoever in respect of any part of any Management Agreement (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). Notwithstanding the foregoing appointment, Lender assumes no duty or obligation, and shall have no duty or obligation, to take or refrain from taking any actions and/or to preserve any of the rights of any Mortgage Borrower or Operating Company with respect to the Operating Leases and Management Agreements.

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(p) With respect to any Operating Lease, any Operating Lease Guaranty or any Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days’ prior written request from Lender, execute, acknowledge and deliver to Lender, a statement from Mortgage Borrower containing the following: (A) a statement that such Operating Lease, such Operating Lease Guaranty or such Management Agreement is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease, the Operating Lease Guaranty or the Management Agreement is in full force and effect as modified and setting forth such modifications, (B) a statement that no Mortgage Borrower is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and that no Operating Company is in default under any Operating Lease beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Mortgage Borrower’s knowledge, the other party thereto is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to the Operating Leases, the Operating Lease Guarantees or the Management Agreements as Lender shall reasonably request.

(q) With respect to any Operating Lease or Management Agreement, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from each Operating Company or Manager (as applicable) containing the following: (A) a statement that such Operating Lease or Management Agreement (as applicable) is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease or Management Agreement (as applicable) is in full force and effect as modified and setting forth such modifications, (B) a statement that the Operating Company or Manager (as applicable) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default, (C) a statement that, to Operating Company’s knowledge or Manager’s knowledge, as the case may be, the Mortgage Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (D) such other information with respect to any Operating Company, any Operating Lease, any Operating Lease Guaranty, any Manager or any Management Agreement as Lender shall reasonably request.

(r) With respect to any Operating Lease Guaranty, Borrower shall, from time to time, upon ten (10) Business Days of Lender’s prior written request from Lender, provide Lender with a statement from Guarantor (Operating Lease) containing the following: (A) a statement that such Operating Lease Guaranty is unmodified and in full force and effect or, if there have been modifications, that the Operating Lease Guaranty is in full force and effect as modified and setting forth such modifications; (B) a statement that Guarantor (Operating Lease) is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist thereunder, a description of such default and the steps being taken to cure such default and (C) such other information with respect to Guarantor (Operating Lease) and/or Operating Lease Guaranty as Lender shall reasonably request.

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(s) Reference is hereby made to Section 5.1.22(u) of the Mortgage Loan Agreement. In connection with the fees paid by Mortgage Borrower to each Manager under the Management Agreement, Borrower shall cause Mortgage Borrower to take the actions required of Mortgage Borrower in Section 5.1.22(u) of the Mortgage Loan Agreement and shall ensure that Mortgage Borrower complies in all respects with the provisions of Section 5.1.22(u) of the Mortgage Loan Agreement and shall enforce or cause the applicable Operating Company to enforce the limitations on fees payable to Manager under Section 5.1.22(u) of the Mortgage Loan Agreement

5.1.23 Mortgage Loan Reserve Funds. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (if any) as more particularly set forth in Article VII of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds, if any, subject to the prior rights of Mortgage Lender and Senior Mezzanine Lender, and any and all monies now or hereafter deposited in each Mortgage Loan Reserve Fund and Senior Mezzanine Loan Reserve Funds as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Mortgage Lender’s and Senior Mezzanine Lender’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds (as applicable), if any, until expended or applied in accordance with the Mortgage Loan Documents, Senior Mezzanine Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Loan Reserve Funds and Senior Mezzanine Loan Reserve Funds to the payment of the Debt in any order in its sole discretion and/or hold the same as Collateral for the Loan.

5.1.24 Notices. Borrower shall give notice, or cause notice to be given to Lender promptly upon the occurrence and during the continuance of an Event of Default and upon any of the following:

(a) any Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default;

(b) any default or event of default under any contractual obligation of Borrower, or, to the knowledge of Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Manager, Operating Company, Principal or Guarantor that could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, Principal or Guarantor, which could or could reasonably be expected to have an Individual Material Adverse Effect or an Aggregate Material Adverse Effect; or

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(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Manager, Operating Company, Principal or Guarantor which could reasonably be expected to have an Individual Material Adverse Affect or an Aggregate Material Adverse Affect.

5.1.25 Special Distributions. On each date on which amounts are required to be paid to Lender under any of the Loan Documents (or required to be disbursed to the Mezzanine Collection Account, if applicable), Borrower shall exercise its rights under the applicable Senior Mezzanine Borrower Company Agreement to cause Eighth Mezzanine Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

5.1.26 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the applicable Senior Mezzanine Borrower Company Agreement (a) to cure a Mortgage Loan Default or Senior Mezzanine Loan Default, (b) to cure a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default, (c) to satisfy any Liens, claims or judgments against the Properties (except for Liens permitted by the Mortgage Loan Documents or Senior Mezzanine Loan Documents), (d) to satisfy any Liens, claims or judgments against the Senior Mezzanine Collateral, in the case of either (a), (b) or (c) unless Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure the Mortgage Loan Default, the Senior Mezzanine Loan Default, the Senior Mezzanine Loan Event of Default or Mortgage Loan Event of Default or to satisfy any such Liens, claims or judgments, in either case to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default, Senior Mezzanine Loan Default, Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default or satisfying any Liens, claims or judgments against any of the Properties or the Senior Mezzanine Collateral.

5.1.27 Mortgage Borrower and Senior Mezzanine Borrower Covenants. Borrower shall cause Mortgage Borrower and Senior Mezzanine Borrower to comply with all obligations with which Mortgage Borrower and/or Senior Mezzanine Borrower have covenanted to comply under the Mortgage Loan Agreement, Senior Mezzanine Loan Agreement, all other Senior Mezzanine Loan Documents and all other Mortgage Loan Documents, as applicable (including, without limitation, those certain affirmative and negative covenants set forth in Article V of the Mortgage Loan Agreement and Senior Mezzanine Loan Agreement), unless otherwise consented to in writing by Requisite Lenders.

Section 5.2. Negative Covenants. From the Original Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following (without, in each case, the prior written consent of Lender):

5.2.1 Operation of Property. (a) Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior consent: (i) surrender, terminate or cancel (or permit to be surrendered, terminated or canceled) any of the Operating Leases (other than in

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connection with a sale and release of an Individual Property permitted hereunder), or exercise any remedies under any of the Operating Leases; (ii) reduce or consent to the reduction of (or permit the reduction or the consent to the reduction) of the term of any of the Operating Leases or any Operating Lease Guaranty; (iii) decrease or consent to any decrease (or permit to be decreased or the consent to the decrease) of the amount of any rent or other charges payable under any of the Operating Leases; (iv) Transfer, convey, assign, sell, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant an option or options with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, whether or not for consideration) the Properties or any collateral for the Mortgage Loan (or permit Operating Company to do so), in each case without the prior written consent of Lender or except as expressly permitted in Section 5.1.20 or Section 5.2.10, or (v) otherwise modify, change, supplement, alter or amend, or waive or release (or permit to be modified, changed, supplemented, altered, amended, waived or released) any of the rights and remedies of Borrower, Mortgage Borrower or any Operating Company under any of the Operating Leases in any material respect or any Operating Lease Guaranty (provided that Lender shall not unreasonably withhold its consent to any modification, change, supplement, alteration, amendment, waiver or release of the Operating Lease as may be reasonably necessary to comply with the requirements of this Agreement or any other Loan Document).

(b) During the continuance of an Event of Default, Borrower shall not exercise (and shall not cause or permit Mortgage Borrower to exercise) any rights, make any decisions, grant any approvals or otherwise take any action under any Operating Lease, Operating Lease Guaranty or any Management Agreement without, in each instance, the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion.

5.2.2 Liens/Indebtedness. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents. Borrower shall not, and shall not cause or permit Mortgage Borrower or Senior Mezzanine Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or Senior Mezzanine Collateral or permit any such action to be taken, except:

(i) Permitted Encumbrances;

(ii) Liens created by or permitted pursuant to the Loan Documents, Senior Mezzanine Loan Documents or Mortgage Loan Documents; and

(iii) Liens for Taxes or Other Charges not yet due.

(b) Borrower shall not incur any Indebtedness other than the Loan and shall not permit Mortgage Borrower to incur any Indebtedness other than the Mortgage Loan and Permitted Indebtedness (as defined in the Mortgage Loan Agreement) and shall not permit Senior Mezzanine Borrower to incur any Indebtedness other than the Senior Mezzanine Loans and Permitted Indebtedness (as defined in the Senior Mezzanine Loan Agreement). Borrower shall not permit any Operating Company to incur Indebtedness in excess of or other than Permitted Indebtedness (Operating Company).

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(c) No Borrower, Senior Mezzanine Borrower, Mortgage Borrower or Operating Company shall enter into any Swap Agreements.

5.2.3 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to (i) in the case of Borrower, the ownership of the Collateral, (ii) in the case of Senior Mezzanine Borrower, ownership of the Senior Mezzanine Collateral, (iii) in the case of Mortgage Borrower, the ownership and operation of the Properties and (iv) in the case of Operating Company, the leasing and operation of the Properties, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower, Senior Mezzanine Borrower or Mortgage Borrower except to the extent permitted by the Loan Documents, (d) modify (in any material respect), amend (in any material respect), waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause Holdings to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Holdings, Senior Mezzanine Borrower or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) amend (in any material respect), modify (in any material respect), waive or terminate the certificate of incorporation or bylaws of Holdings, Senior Mezzanine Borrower or Mortgage Borrower, in each case, without obtaining the prior consent of Lender.

5.2.4 Change in Business. Borrower shall not cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties and activities reasonably ancillary thereto, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business. Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower shall not allow Senior Mezzanine Borrower to enter into any line of business other than the ownership of the applicable Senior Mezzanine Collateral and activities reasonably ancillary thereto or make any material change in the scope or nature of its business objectives, purposes or operations or undertake to participate in activities other than the continuance of its present business.

5.2.5 Debt Cancellation. Borrower shall not, and shall not permit Operating Company to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Mortgage Borrower, Borrower or Senior Mezzanine Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s, Borrower’s or Senior Mezzanine Borrower’s business. In addition, Borrower shall not permit or cause itself, Senior Mezzanine Borrower or Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Senior Mezzanine Borrower, Borrower or Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s, Senior Mezzanine Borrower’s or Mortgage Borrower’s business.

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5.2.6 Zoning. Borrower shall not, and shall not permit Mortgage Borrower or Operating Company to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization. Borrower shall not, nor shall Borrower permit Mortgage Borrower, Senior Mezzanine Borrower or Operating Company to, change the place of its organization as set forth in Section 4.1.28 without the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall (and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to) execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Collateral Agent for the benefit of Mortgage Lender’s security interest in any of the Properties, any Senior Mezzanine Lender’s security interest in the related Senior Mezzanine Collateral or Collateral Agent for the benefit of Lender’s security interest in the Collateral as a result of such change of place of organization.

5.2.9 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

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5.2.10 Transfers. (a) Without the prior consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 or in connection with Leases contemplated by Section 5.1.20, releases or conveyances contemplated by Section 2.5 or in respect of Ordinary Course Dispositions, Borrower shall not, and shall not permit any other Person holding any direct or indirect legal, economic, beneficial or other ownership interest in Borrower, the Collateral, the Senior Mezzanine Collateral or one or more of the Properties to, (1) Transfer all or any part of the Collateral, the Senior Mezzanine Collateral or one or more of the Properties, (2) permit any Transfer (directly or indirectly) of any direct or indirect interest in Borrower, or (3) permit any Transfer (directly or indirectly) of any direct or indirect interest in Operating Company or any transfer or assignment or subletting (of all or substantially of any Individual Property) by any Operating Company under any Operating Lease.

(b) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) an indirect beneficial interest in Borrower consisting of ownership interests in or at any level above the Borrower shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Borrower is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, (iii) subsequent to such Transfer, Borrower will continue to be a Special Purpose Entity, (iv) if (1) such Transfer causes the Transferee to own, in the aggregate with the ownership interests of its Affiliates, more than a forty nine percent (49%) interest in Borrower (and the Transferee (together with the ownership interests of its Affiliates) did not, prior to such Transfer, own more than a forty-nine percent (49%) interest in Borrower), or (2) such Transfer, together with all other Transfers by Borrower, whether in a single Transfer or in a series of Transfers and whether or not effected simultaneously, results in a Transfer of more than forty-nine percent (49%) of the aggregate interests in Borrower, then, if required by applicable Rating Agency requirements, an acceptable non-consolidation opinion is delivered to the holder of the Loan and to each of the Rating Agencies concerning, as applicable, Borrower, the new Transferee and/or their respective owners, and (v) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of this Section 5.2.10(b) shall be satisfied, the same shall be an Event of Default hereunder (and for the sake of clarity, nothing else contained in this Section 5.2.10 or this Agreement shall be deemed to limit or qualify the above terms of this sentence).

(c) A Transfer of (but not a mortgage, pledge, hypothecation, encumbrance or grant of a security interest in) a direct or indirect beneficial interest in Operating Company shall be permitted without Lender’s consent (but subject to the last sentence of Section 5.2.10(d)), provided that (i) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (ii) Operating Company is at all times Controlled and at least fifty percent (50%) owned (directly or indirectly) by Qualified Transferees, and (iii) subsequent to such Transfer, the beneficial ownership of Borrower and Operating Company will be substantially identical. For purposes hereof, Control shall not be deemed absent solely because other parties have veto rights with respect to major decisions.

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(d) In the event that a permitted Transfer of more than a forty-nine percent (49%) interest in Borrower is made pursuant to this Section 5.2.10, at Borrower’s request, Lender shall release Guarantor from (i) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty for obligations and liabilities arising from and after the date of such Transfer, and (ii) the obligations and liabilities under any Guaranty for obligations and liabilities that occurred either prior or subsequent to such Transfer, provided that a replacement guarantor(s) reasonably satisfactory to Lender shall have executed and delivered to Lender replacement guarantees in form and substance substantially similar to the applicable Guaranty, pursuant to which such replacement guarantor(s) expressly assumes all of Guarantor’s obligations under the applicable Guaranty, including those which occurred prior to the Transfer. Notwithstanding the foregoing or anything else that may be construed to the contrary, in no event may Borrower effect a Transfer, or permit or suffer any Transfer, that would result in any loss or impairment of any Gaming License or in any similar event that would have an Individual Property Material Adverse Effect or Aggregate Property Material Adverse Effect.

(e) Notwithstanding the foregoing or anything herein to the contrary, but subject to the final sentence of Section 5.2.10(d), nothing contained in this Agreement or the other Loan Documents shall in any way restrict or prohibit, nor shall any notice to Lender or consent of Lender or Rating Agency Confirmation be required in connection with the Transfer or issuance in the ordinary course of any securities in any Person whose securities are publicly traded on a national exchange (except to the extent that the same would cause a Change in Control) or with an initial public offering of securities issued by Holdings or of subsidiary of Holdings (other than the Borrower and any Mezzanine Borrower (provided that, in the case of an issuance by a subsidiary, such issuance would not cause a Change of Control)).

(f) Assumptions of the Loan shall be permitted, provided that the following conditions are satisfied and/or occur to Lender’s satisfaction:

(i) such sale has been approved or deemed approved under the Mortgage Loan Documents and Senior Mezzanine Loan Documents and all conditions set forth in the Mortgage Loan Documents and Senior Mezzanine Loan Documents relating thereto have been satisfied;

(ii) an assumption of this Agreement, the Note, the Pledge Agreement and the other Loan Documents as so modified by the proposed transferee, subject to the provisions of Section 9.2 hereof;

(iii) payment of all of reasonable out-of-pocket costs and expenses incurred in connection with such Transfer including, without limitation, the cost of any legal fees and expenses, Rating Agency fees and expenses or required legal opinions;

(iv) the payment of a non-refundable assumption fee equal to Lender’s Share of One Million and No/100 Dollars ($1,000,000) per transaction (effecting an assumption of the Loan) or series of related transactions (effected to implement an assumption of the Loan);

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(v) the delivery of an Additional Insolvency Opinion reflecting the proposed transfer satisfactory in form and substance to Lender; and the delivery of an Additional True Lease Opinion in form and substance satisfactory to Lender;

(vi) the proposed Transferee being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees;

(vii) the Operating Company being Controlled and at least 50% owned, directly or indirectly, by one or more Qualified Transferees, having sufficient experience (or having a manager that has sufficient experience) in the operation and management of properties similar to the Properties, and such Operating Company not having materially less than the same level of experience in the operation of properties similar to the Properties as the current Operating Company under the Operating Lease and, in each case, Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee(s) without approving the substitution of the Operating Company) and the operating tenant shall be either the Operating Company or, if permitted by applicable Legal Requirements, another operator acceptable to Lender; provided that so long as the Operating Lease is in force and effect and the current Operating Company shall continue to be the tenant thereunder and owned and Controlled by the same Person(s) that currently own and Control the Operating Company, the condition with respect to the Operating Company set forth in this subclause (vii) shall be deemed to have been met in all respects;

(viii) the delivery of evidence reasonably satisfactory to Lender that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or members, as the case may be, following such transfers are in accordance with the then current standards of Lender and the Rating Agencies; and the Transferee(s)’ continued compliance with the representations and covenants set forth in Section 4.1.30 and Section 5.2.9 hereof;

(ix) Borrower’s delivery to Lender of evidence reasonably satisfactory to Lender of any required approval or consent of any Governmental Authority, including the Gaming Authorities, that has direct or indirect authority or oversight over Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Properties, Manager, Operating Company or the operations conducted at the Properties to the change in ownership and/or operator of the Properties (or any part thereof);

(x) prior to any release of the Guarantor, a substitute guarantor reasonably acceptable to Lender shall have assumed all of the obligations of the Guarantor under the Guaranty (FF&E), the Guaranty (Recourse Carveouts), the Operating Lease Guaranty, any completion guaranty provided under Section 5.1.21 and the Environmental Indemnity or executed replacement guaranties and an environmental indemnity reasonably satisfactory to Lender;

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(xi) intentionally omitted;

(xii) intentionally omitted;

(xiii) intentionally omitted;

(xiv) intentionally omitted;

(xv) intentionally omitted;

(xvi) intentionally omitted;

(xvii) intentionally omitted;

(xviii) receipt of evidence satisfactory to Lender that all of the entities which own interests in the transferee similar to the interests in Borrower owned by Principal (1) shall assume all the agreements of Principal related to the Loan, if any and (2) shall each be a bankruptcy-remote single purpose entity;

(xix) a written consent to the transfer from each Other Mezzanine Lender or receipt by Lender of other evidence satisfactory to Lender that all conditions imposed under the terms of each Other Mezzanine Loan shall have been complied with by the borrower thereunder or otherwise waived by the applicable Other Mezzanine Lender;

(xx) subsequent to such assumption of the Loan, the beneficial ownership of Borrower and Operating Company will be substantially identical; and

(xxi) the delivery of a new Owner’s Title Policy, in an amount equal to the value of the Properties, together with an endorsement to Lender in form and substance reasonably satisfactory to Lender.

Lender agrees to provide a written consent to a transfer pursuant to this Section 5.2.10(f) upon satisfaction of all of the conditions set forth in this Section 5.2.10(f) other than the condition set forth in clause (xix) of this Section 5.2.10(f).

(g) Restrictions on Transfers set forth herein or in the Pledge Agreement shall not apply to (i) the pledge by First Mezzanine Borrower of the ownership interests in Mortgage Borrower as security for the Loan pursuant to the First Mezzanine Loan Agreement, (ii) the pledge by Second Mezzanine Borrower of the ownership interests in First Mezzanine Borrower as security for the Second Mezzanine Loan pursuant to the Second Mezzanine Loan Agreement, (iii) the pledge by Third Mezzanine Borrower of the ownership interests in Second Mezzanine Borrower as security for the Third Mezzanine Loan pursuant to the Third Mezzanine Loan Agreement, (iv) the pledge by Fourth Mezzanine Borrower of the ownership interests in Third Mezzanine Borrower as security for the Fourth Mezzanine Loan pursuant to the Fourth Mezzanine Loan Agreement, (v) the pledge by Fifth Mezzanine Borrower of the ownership interests in Fourth Mezzanine Borrower as security for the Fifth Mezzanine Loan pursuant to the Fifth Mezzanine Loan Agreement, (vi) the pledge by Sixth Mezzanine Borrower of the ownership interests in Fifth Mezzanine Borrower as security for the Sixth Mezzanine Loan

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pursuant to the Sixth Mezzanine Loan Agreement, (vii) the pledge by Seventh Mezzanine Borrower of the ownership interests in Sixth Mezzanine Borrower as security for the Seventh Mezzanine Loan pursuant to the Seventh Mezzanine Loan Agreement, (viii) the pledge by Eighth Mezzanine Borrower of the ownership interests in Seventh Mezzanine Borrower as security for the Eighth Mezzanine Loan pursuant to the Eighth Mezzanine Loan Agreement, (ix) the pledge by Borrower of the ownership interests in Eighth Mezzanine Borrower as security for the Loan pursuant to the Loan Agreement, or (x) the Transfer or pledge of any direct or indirect interest in Holdings, provided that no Change in Control shall occur.

(h) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

Notwithstanding the foregoing, Transfers in connection with the dispositions of assets described in clauses (i) and (iii) through (v) below (collectively, “Ordinary Course Dispositions”) shall be permitted by any Person other than Mortgage Borrower or any Mezzanine Borrower (and, in the case of Transfers described in clause (ii) below, shall be permitted by any Person, including Mortgage Borrower and Mezzanine Borrowers):

(i) (i) the purchase and sale of inventory, in each case in the ordinary course of business, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business or, with respect to operating leases (other than Operating Leases), otherwise for fair market value on market terms (as determined in good faith by the Operating Company), (iii) the sale of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business, or (iv) the sale or disposition of Permitted Investments in the ordinary course of business;

(ii) dividends and distributions of cash and cash equivalents not otherwise restricted hereunder;

(iii) the sale of defaulted receivables without recourse in the ordinary course of business and not as part of an accounts receivables financing transaction;

(iv) leases, licenses, or subleases or sublicenses of any real or personal property made in the ordinary course of business and in compliance with Section 5.1.20; and

(v) sales, leases or other dispositions of inventory determined by management to be no longer useful or necessary in the operation of the business.

5.2.11 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members. If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender.

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5.2.12 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: the distribution by Mortgage Borrower or Senior Mezzanine Borrower to Borrower of property other than cash (other than the equity interest of any Subsidiary that holds O’Shea’s or any RDE Parcel in connection with the conveyance thereof as contemplated pursuant to paragraph (ii) of the definition of “Special Purpose Entity”).

5.2.13 Refinancing or Prepayment. Borrower shall not consent to or permit a refinancing of the Mortgage Loan or Senior Mezzanine Loan unless it obtains the prior consent of Lender, unless the Loan shall be paid in full in connection with such refinancing in accordance with this Agreement. Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.

Section 5.3. General. For avoidance of doubt, all requirements contained in this Article V with respect to the Operating Company shall mean that it shall be a Default or Event of Default hereunder if Operating Company fails to perform in the specified manner, but Lender acknowledges that Operating Company is not a party to this Agreement and that Borrower does not control Operating Company.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1. Insurance. (a) Borrower shall cause Mortgage Borrower to obtain and maintain, or cause to be maintained, at all times during the term of the Loan the Policies required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear, under the Policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days’ prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder on or before the date on which Mortgage Borrower is required to provide such evidence to Mortgage Lender. For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above and in the Mortgage Loan Agreement (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1 of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement.

(b) If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder and/or under the Mortgage Loan Agreement, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties or the Collateral, including,

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without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder and/or under the Mortgage Loan Agreement) and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall be secured by the Collateral and shall bear interest at the Default Rate.

(c) All of the coverages required by this Section 6.1 have been in place as of the Original Closing Date (or, with respect to the Swap Properties, as of the Swap Closing Date).

Section 6.2. Casualty. If the Individual Property shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower or Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than, in the case of each Casualty, an amount equal to five percent (5%) of the sum of the Allocated Loan Amount for the affected Individual Property as of the date hereof and the “Allocated Loan Amounts” under (and as defined in each of) the Mortgage Loan Agreement and the Other Mezzanine Loan Agreements for the affected Individual Property as of the date hereof, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement. If any Individual Property

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is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4. Restoration. Borrower shall, or shall cause Mortgage Borrower or Senior Mezzanine Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with the Restoration of any Individual Property after a Casualty or Condemnation.

VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted.

Section 7.2. Tax and Insurance Escrow Fund. (a) On each Payment Date during the term, Borrower shall pay to Lender (or Servicer on behalf of Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the amounts deposited with Lender or Servicer pursuant to this sentence, collectively, the “Tax and Insurance Escrow Fund”). Lender shall apply (or direct Servicer to apply) the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender or Servicer may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return (or direct Servicer to return) any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender or Servicer may deal with the Person shown on the records of Lender or Servicer to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender (or Servicer) by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

(b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects.

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7.2.1 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax and Insurance Escrow Fund under Section 7.2 above, provided that (a) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a tax escrow account under the Mortgage Loan or Senior Mezzanine Loan, and (b) Lender receives evidence acceptable to it of the making of such deposits and of the payment of all such Taxes.

7.2.2 Tax and Insurance Escrow Funds After Debt Paid. Any Tax and Insurance Escrow Funds remaining after the Debt has been paid in full shall be remitted to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.3. FF&E Reserve Account.

7.3.1 FF&E Reserve Fund. (a) Borrower shall pay to Lender (or Servicer on behalf of Lender) on each Payment Date an amount equal to (1)(i) with respect to each Payment Date during the First Period, one-twelfth of three percent (3%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date, (ii) with respect to each Payment Date during the Second Period, one-twelfth of four percent (4%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date and (iii) with respect to each Payment Date during the Third Period and thereafter, one-twelfth of five percent (5%) of the amount of all Revenues for the trailing twelve (12) month period preceding each such Payment Date less (2) in each case any amount spent (other than from the FF&E Reserve Fund) during the previous calendar month (as applicable) by Mortgage Borrower (or by Operating Company or Manager on behalf of Mortgage Borrower) in accordance with the Operating Lease or the Management Agreement on account of FF&E or Routine Capital Improvements. It is specifically understood and agreed that amounts expended on account of FF&E and on account of any Routine Capital Improvements from the FF&E Reserve Fund shall not be included in any deductions required pursuant to subclause (2) of the preceding sentence and, in addition, that any FF&E that is purchased and any Routine Capital Improvements that are paid for using funds from the FF&E Reserve Fund may not be subsequently financed by Mortgage Borrower or Operating Company. Notwithstanding anything to the contrary contained herein, in no event shall Borrower be required to maintain in the FF&E Reserve Account an amount in excess of the aggregate amount of all FF&E deposits required to be made in the trailing twelve (12) month period (as determined, for purposes of this sentence, utilizing the monthly formula set forth in the preceding sentence, as reduced pursuant to withdrawals thereunder to pay the Loan pursuant to Section 7.3.2(a)). In addition, notwithstanding anything to the contrary contained herein, for purposes of determining the amount of any required FF&E Reserve Fund deposits (and for purposes of calculating such amount, monthly, based on the formula set forth in the first sentence of this Section 7.3.1), Revenues shall include Revenue from the Hotel Component and the Casino Component but shall not include non-Hotel or Casino related Revenues (e.g., Rents from retail tenants).

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(b) Amounts deposited by Borrower as described in this Section 7.3.1 shall hereinafter be referred to as the “FF&E Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “FF&E Reserve Account”.

7.3.2 Disbursements from FF&E Reserve Account. (a) Borrower may at any time (and at the direction of Lender, Borrower shall direct Lender to) draw amounts from the FF&E Reserve Account that are in excess of the increased funding above three percent (3%) of Revenues for the preceding trailing twelve (12) month period that are made pursuant to Section 7.3.1(a) above to prepay the Mortgage Loan (and, notwithstanding any provision of this Agreement to the contrary, (i) any such prepayments shall be permitted hereunder and (ii) the Borrower shall not be obligated to re-deposit such amounts so withdrawn from the FF&E Reserve Account).

(b) Except as described in Section 7.3.2(a) above, all disbursements from the FF&E Reserve Account shall be made solely for the purpose of reimbursing Mortgage Borrower (or Operating Company or Manager in the case of FF&E bought or Routine Capital Improvements made in the name of Mortgage Borrower in accordance with the Operating Lease or the Management Agreement, and as directed by Mortgage Borrower) for, or for paying for, (i) the costs and expenses of repairing, replacing and/or upgrading FF&E owned by Mortgage Borrower at the Properties and (ii) Routine Capital Improvements undertaken by Mortgage Borrower. Provided no Event of Default shall have occurred and be continuing, within ten (10) days following request by Borrower, disbursements shall be made from the FF&E Reserve Fund no more frequently than once in any thirty (30) day period, in amounts no less than $10,000 per disbursement (or a lesser amount if the total amount in the FF&E Reserve Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made), and upon delivery by Borrower (or Operating Company) of Lender’s standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000 for a single item, receipts and releases from all parties furnishing materials and/or services in connection with the requested payment.

(c) Disbursements may be made from the FF&E Reserve Account as described in subparagraph (b) above, at Borrower’s election, directly to third parties (as directed by Borrower).

(d) In no event shall funds in the FF&E Reserve Account be utilized to pay or reimburse any Person for any Capital Expenditures (other than Capital Expenditures constituting FF&E or Routine Capital Improvements).

7.3.3 Balance in the FF&E Reserve Account. (a) The insufficiency of any balance in the FF&E Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

7.3.4 Waiver of FF&E Reserve. Borrower shall be relieved of its obligation to make deposits of FF&E Reserve Fund under Section 7.3 above, provided that either (a)(i) Mortgage Borrower or Senior Mezzanine Borrower is required to and does make monthly deposits to a FF&E reserve account under the Mortgage Loan or Senior Mezzanine Loan, and (ii) Lender receives evidence acceptable to it of the making of such deposits or (b) a Guaranty (FF&E) (as such term is defined in the Mortgage loan Agreement) is provided to Mortgage Lender.

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7.3.5 FF&E Reserve Funds After Debt Paid. Any FF&E Reserve Funds remaining after the Debt has been paid in full shall be remitted to Borrower or, at Borrower’s election, shall be credited against the Debt simultaneously with the satisfaction of the balance of the Loan.

Section 7.4. Intentionally Omitted.

Section 7.5. Intentionally Omitted.

Section 7.6. Reserve Funds, Generally. (a) Borrower grants to Collateral Agent (for the benefit of Lender) a first-priority perfected security interest in any and all of its interest, if any, in each of the Reserve Account and all Reserve Funds and any and all monies now or hereafter deposited in each Reserve Account as additional security for payment of the Debt. Borrower will take all actions necessary to maintain such security interest as a first priority security interest, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions and filing UCC-1 Financing Statements and continuations thereof upon Lender’s request therefor. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender or Servicer may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Reserve Account (including any Reserve Funds) to the payment of the Debt in any order in its sole discretion. The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by or on behalf of Lender.

(b) Borrower shall not further pledge, assign or grant any security interest in any Reserve Account or Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender or Collateral Agent as the secured party, to be filed with respect thereto.

(c) The Reserve Funds shall be held by Lender (or Servicer on its behalf) and may be invested at Borrower’s election and direction in Permitted Investments. All interest or other earnings on funds held in a Reserve Account shall be added to and become a part of the applicable Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Account. Borrower shall have the right to direct Lender (or Servicer on its behalf) to invest sums on deposit in the Eligible Account in Permitted Investments provided (a) such investments are permitted by applicable federal, state and local rules, regulations and laws, (b) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which such Reserve Fund was created, and (c) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Reserve Funds. No other investments of the sums on deposit in the Reserve Funds shall be permitted except as set forth in this Section 7.6. Borrower shall bear

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all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender. Lender shall have no liability for the rate of return earned or losses incurred on the investment of the sums in Permitted Investments.

(d) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Accounts, the Reserve Funds or the performance of the obligations for which the Reserve Accounts or the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.7. Transfer of Reserve Funds Under Mortgage Loan. If Mortgage Lender or Senior Mezzanine Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement which reserves or escrow accounts are also required in accordance with the terms of this Article VII, or if the Mortgage Loan or Senior Mezzanine Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement or Senior Mezzanine Loan Agreement to be paid to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall enter into lockbox and cash management agreements for the benefit of Lender in form and substance acceptable to Lender).

VIII. DEFAULTS

Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (A) any portion of the Debt is not paid in full on the Maturity Date, (B) the Debt Service is not paid in full on or before the related Payment Date, or (C) any other portion of the Debt is not paid within five (5) days of when due;

(ii) if any of the Taxes or Other Charges are not paid (with respect to each or any Individual Property) prior to Delinquency;

(iii) if the Policies (with respect to each or any Individual Property) are not kept in full force and effect, or if certified copies of the Policies (for each Individual Property) are not delivered to Lender upon request (or certificates thereof, if a Policy shall be renewed and certified copies of the Policy are not immediately available upon such renewal (each Borrower agreeing in such instance to provide copies of the Policies to Lender promptly thereafter));

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(iv) if any Borrower Transfers or otherwise encumbers any portion of the Properties, the Collateral or the Senior Mezzanine Collateral, or there shall otherwise occur a Transfer without Lender’s prior consent in violation of the provisions of this Agreement, the Pledge Agreement or any other Loan Document;

(v) if any representation or warranty made by any Borrower or any other Loan Party herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other material or written information furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made (and, with respect to any such breach which is not the subject of any other subsection of this Section 8.1 and which is capable of being cured, such Borrower fails to remedy such condition within ten (10) days following notice to Borrower from Lender, in the case of any such breach which can be cured by the payment of a sum of money, or within thirty (30) days following notice from Lender in the case of any other such breach);

(vi) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, or if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower or Senior Mezzanine Borrower, or if any proceeding for the dissolution or liquidation of any Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower, Senior Mezzanine Borrower or Mortgage Borrower, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(vii) if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall make an assignment for the benefit of creditors; or if a receiver, liquidator or trustee shall be appointed for any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, or if any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Operating Company, any Manager, Principal, Holdings or any Guarantor, or if any proceeding for the dissolution or liquidation of any Operating Company, any Manager, Principal, Holdings or any Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any such Operating Company, any such Manager, Principal, Holdings or any such Guarantor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

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(viii) if any Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if any Borrower breaches any of its respective negative covenants contained in Section 5.2 or any covenant contained in Section 4.1.30 or Section 5.1.11 hereof (and, with respect to any such breach of any covenant set forth in Section 5.1.11 which is not the subject of any other subsection of this Section 8.1, such Borrower fails to remedy such condition within ten (10) days after notice to Borrower from Lender, in the case of any such Default under Section 5.1.11 which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other such Default under Section 5.1.11);

(x) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if any Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xi) if any of the assumptions contained in the Insolvency Opinion delivered in connection with the Loan, or in the Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; or if any of the assumptions contained in the True Lease Opinion in connection with the Loan, or in the Additional True Lease Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xii) if any Mortgage Borrower, any Operating Company or any Guarantor (Operating Lease) is in default of any of its material obligations under any Operating Lease (or under another lease and/or management agreement in substitution for such Operating Lease in accordance herewith) or under any such Operating Lease Guaranty (or under another operating lease guaranty in substitution for such Operating Lease Guaranty in accordance herewith) beyond any applicable notice and cure periods contained therein; or if any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall be surrendered or any Operating Lease or any Operating Lease Guaranty shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of any Operating Lease (or such other lease and/or management agreement) or any Operating Lease Guaranty (or such other operating lease guaranty) shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender except as may otherwise expressly permitted in this Agreement;

(xiii) intentionally omitted;

(xiv) if any Affiliate of any Borrower that is or becomes a party to the Windstorm Insurance Intercreditor Agreement is in default of any of its material obligations under the Windstorm Insurance Intercreditor Agreement beyond any applicable notice and cure periods contained therein; or if the Windstorm Insurance

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Intercreditor Agreement shall be surrendered, terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender; or if any of the terms, covenants or conditions of the Windstorm Insurance Intercreditor Agreement shall in any manner be modified, changed, supplemented, altered, restated or amended without the consent of Lender;

(xv) if any Borrower, Senior Mezzanine Borrower or Mortgage Borrower fails to comply with the covenants as to Prescribed Laws set forth in Section 5.1.1 hereof;

(xvi) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement and if such default permits the Manager, the Operating Company or the Mortgage Borrower party thereto to terminate or cancel the Management Agreement in question;

(xvii) any Gaming License shall be refused, suspended, revoked, modified in a materially adverse manner or canceled or allowed to lapse or any proceeding is commenced by any Governmental Authority for the purpose of suspending, revoking or canceling any Gaming License in any materially adverse respect, or any Governmental Authority shall have appointed a conservator, supervisor or trustee to or for any of the Casino Components and, in each case of the foregoing, such action could reasonably be expected to (A) have an Individual Material Adverse Effect, (B) materially and adversely affect the continued operation of the Casino Components in the usual course of business and in substantially the same manner and to at least the same standard as was maintained prior to such action, or (C) result in any material decrease in the then expected cash flow and revenues to be derived from the Casino Components;

(xviii) if any Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xvii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that such Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for such Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xix) if there shall be a default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to any Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

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(xx) if the Liens created pursuant to any Loan Document shall cease to be a fully protected enforceable first priority security interest in the Collateral, or any portion of the Collateral is Transferred without Lender’s prior written consent except as permitted hereunder; or

(xxi) if a Mortgage Loan Event of Default or Senior Mezzanine Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2. Remedies. (a) Upon the occurrence of an Event of Default, but in compliance with applicable Gaming Laws, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof,

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in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and other Loan Documents and not previously recovered.

Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall (A) not increase the aggregate stated principal amount of the Loan, (B) provide that the weighted average spread of the Loan on the date of such severance shall equal the weighted average spread which was applicable to the Loan immediately prior to such severance (Borrower acknowledging that such Severed Loan Document may, in connection with the application of principal to the amounts evidenced by such Severed Loan Documents, subsequently cause the weighted average spread of such new notes or modified notes to change), (C) not adversely affect the overall economics to Borrower of the Loan, taken as a whole, or (D) expose Borrower to any additional costs or increased risk of any liability (beyond that or greater than that existing in the Loan Documents in effect on the date hereof).

(c) Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies

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may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

(e) Upon the occurrence and during the continuance of an Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Borrower shall cause Mortgage Borrower to permit Lender to enter upon any Individual Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in any Individual Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.2, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Senior Mezzanine Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Senior Mezzanine Borrower and without releasing Senior Mezzanine Borrower from any obligation under the Senior Mezzanine Loan Documents or being deemed to have cured any Senior Mezzanine Loan Event of Default, make, do or perform any obligation of Senior Mezzanine Borrower under Senior Mezzanine Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Senior Mezzanine Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Upon the occurrence and during the continuance of a Mortgage Loan Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower or Mortgage Borrower and without releasing Mortgage Borrower from any obligation under the Mortgage Loan Documents or being deemed to have

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cured any Mortgage Loan Event of Default, make, do or perform any obligation of Mortgage Borrower under Mortgage Loan Documents in such manner and to such extent as Lender may deem necessary. All such costs and expenses incurred by Lender in remedying such Mortgage Loan Event of Default or such failed payment or act shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

(f) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8.2, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower upon the occurrence and during the continuance of an Event of Default. This power of attorney is a power coupled with an interest and cannot be revoked.

Section 8.3. Intentionally Omitted.

Section 8.4. Costs of Collection. In the event that after an Event of Default and during the continuance thereof: (a) the Note or any of the Loan Documents is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; (b) an attorney is retained to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under the Note or any of the Loan Documents or (c) an attorney is retained to protect or enforce the lien or any of the terms of this Agreement, the Pledge Agreement or any of the Loan Documents, then, in any such instance, Borrower shall pay to Lender all reasonable attorneys’ fees, costs and expenses actually incurred in connection therewith, including costs of appeal, together with interest on any judgment obtained by Lender at the Default Rate.

IX. SPECIAL PROVISIONS

Section 9.1. Servicer. (a) Lender shall service the Loan and administer the Collateral through a servicer (the “Servicer”) pursuant to a servicing agreement, and Lender hereby irrevocably delegates all authority hereunder and under the other Loan Documents in connection with the Loan and its servicing and administration of the Loan and the Collateral to Servicer (or to a replacement servicer appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any). Lender has initially retained Bank of America, N.A., in its capacity as the initial Servicer, to service the Loan and administer the Collateral, and Lender shall notify Borrower in writing of any change to the identity of the Servicer that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any. Borrower acknowledges that, in the event of a Securitization, the term “Servicer” may include a master servicer, primary servicer and/or special servicer, as their duties may appear in the applicable securitization servicing agreement. In furtherance and not in limitation of the foregoing, notwithstanding anything herein or in any of the other Loan Documents to the contrary (and excepting only in those instances in this Agreement which refer to a Collateral Agent):

(i) all consents and approvals of Lender hereunder and under the other Loan Documents of any kind shall be made by Servicer (with the consent of Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, with the

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consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement), and all determinations by Lender hereunder and under the other Loan Documents of any kind (whether such determination is styled as or requires that such determination be satisfactory, acceptable, reasonable or otherwise) shall be made by Servicer (with the consent of the Lender in accordance with and to the extent required in the Co-Lender Agreement, if any, and with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement);

(ii) the taking of all actions and the exercise of all discretion by Lender hereunder and under the other Loan Documents of any kind (including without limitation all requests for information, notices, opinions, certificates, instruments, deliverables or other materials of any kind, all requests for any Consolidated Entity or its Affiliates to take any action, the exercise of all rights and remedies hereunder and under the other Loan Documents, including elections with respect to terminations of or other actions under any Organizational Documents, Operating Leases, Management Agreement, Shared Services Agreements, Loan Documents, actions in respect of or in connection with cash management, casualty events, insurance and actions pursuant to the Co-Lender Agreement, if any, and the Intercreditor Agreement) shall be taken or exercised by Servicer (with the consent of or at the direction of Lender in accordance with and to the extent required by the Co-Lender Agreement, if any, with the consent of the Mortgage Lender and Other Mezzanine Lender in accordance with and to the extent required in the Intercreditor Agreement, and with the consent of the Specified Mezzanine Lender solely to the extent required under Section 3.3(c) of the Note Sales Agreement);

(iii) all payments of any kind (including without limitation payments of principal, interest, late charges and payments into reserves or otherwise) that are described herein as being made (or required in this Agreement or under any of the other Loan Documents to be made) to Lender shall be made to Servicer (for application by the Servicer (as applicable) in accordance with the servicing agreement, the Co-Lender Agreement, if any, and the Intercreditor Agreement) other than, in each case, payments to any Lender in respect of an Optional Note Purchase pursuant to the Note Sales Agreement;

(iv) all deliveries of any kind (including without limitation notices, requests, certificates, Officer’s Certificates or other materials (including financial statements and information required by Section 5.1.11) required or desired to be sent to Lender shall be sent to the Servicer; and

(v) all requests described in this Agreement as being made by Lender may be made by Servicer or Collateral Agent on behalf of Lender.

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(b) Notwithstanding anything herein or in any of the other Loan Documents to the contrary, and excepting only in those instances in this Agreement which refer to a Collateral Agent, Borrower is hereby directed to (1) take all instructions in respect of actions or the exercise of discretion contemplated by clause (ii) above from Servicer (and disregard any such from Lender), (2) to make all payments contemplated by clause (iii) above to Servicer (and not to Lender) and (3) to make all deliveries contemplated by clause (iv) above to Servicer (and not to Lender). Borrower shall be entitled to rely on any consents, approvals or determinations contemplated by clause (i) above by or from Servicer and/or notices or instructions contemplated by clause (ii) above from Servicer and/or requests from Servicer as if such consents, approvals, determinations, notices, instructions and/or request had been from or by Lender, notwithstanding any provision of this Agreement or of any Loan Document to the contrary.

For the avoidance of doubt, the term “Lender” as used in this Article IX includes each Lender individually and the Lender collectively, and each Noteholder individually and the Noteholders collectively. In addition, any reference herein or in any other Loan Document to any consent, approval, delivery, payment or other matter contemplated by the foregoing clauses (i) through (iv) to be obtained by or provided to Mortgage Lender or any Other Mezzanine Lender shall mean the consent, approval, delivery, payment or other such matter to or of the applicable servicer acting on behalf of the applicable Mortgage Lender or any Other Mezzanine Lender pursuant to the corresponding provisions of this Article IX under the applicable Mortgage Loan Documents or Mezzanine Loan Documents.

(c) Lender shall be responsible for the payment of the monthly servicing fee due to Servicer in connection with its servicing of the Loan and the Notes (on a pro rata basis) (and Lender may pay the monthly servicing fee out of any amounts paid by Borrower to Servicer on behalf of Lender hereunder), and, unless otherwise specifically set forth herein, Borrower shall be responsible for the payment of all fees and other reasonable out-of-pocket expenses incurred by Servicer resulting from any Borrower requests (for approvals, consents, waivers, amendments, modifications or otherwise) to Servicer, or resulting from any action taken by Lender or Servicer hereunder subsequent to an Event of Default (including, without limitation, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents).

It is understood that until such time as a Co-Lender Agreement is entered into pursuant to Section 9.6, the Lender (acting alone) shall be entitled to direct the Servicer in accordance with the terms of the Servicing Agreement. Each of Borrower and Servicer acknowledge and agree to Section 9.1(d) of the Mortgage Loan Agreement and the matters contemplated thereunder.

Section 9.2. Exculpation. (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the

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Collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral given to Lender, and each Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section 9.2 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any Guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by or on behalf of Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor in connection with the execution and delivery of the Loan Documents and/or the Loan;

(ii) the misappropriation, conversion or misapplication in contravention of the Loan Documents by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any funds of any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager or any Operating Company, including, without limitation, (A) any Revenues, (B) any Insurance Proceeds paid by reason of any Casualty, (C) any Awards received in connection with a Condemnation, or (D) any Rents or security deposits (or any item of Revenue, from whatever source) following an Event of Default;

(iii) the misappropriation, conversion or misapplication by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor of any security deposits or Rents paid more than one (1) month in advance;

(iv) any act of actual intentional physical waste by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Manager, any Operating Company or any Guarantor;

(v) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender, Servicer or Collateral Agent with respect thereto in either document;

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(vi) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary intentional Transfer (whether by any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company) as required by this Agreement, the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement, the Pledge Agreement, any pledge agreement constituting a Senior Mezzanine Loan Document or the Mortgages, as applicable;

(vii) any security deposits, advance deposits or any other deposits collected with respect to any of the Properties which are not delivered to Mortgage Lender, Mortgage Loan Collateral Agent or the Servicer (as defined in the Mortgage Loan Agreement) upon a foreclosure of any of the Properties or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) in the event of: (A) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (B) the filing of an involuntary petition against any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person in which such Borrower, such Mortgage Borrower, such Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of their respective Affiliates, agents or employees colludes with or such other Person, or such Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor from any Person; (C) any Borrower, any Mortgage Borrower, Senior Mezzanine Borrower, any Operating Company or any Guarantor filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it by any other Person, other than Lender, under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (D) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Borrower, such Mortgage Borrower, Senior Mezzanine Borrower, such Operating Company or such Guarantor or any of the Properties, Senior Mezzanine Collateral or Collateral or any portion thereof, other than at the request of Lender; or (E) any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower, any Operating Company or any Guarantor making an assignment for the benefit of creditors (other than Lender), or admitting, in writing or in any legal proceeding (unless failure to make such admission would be a violation of law), its insolvency or inability to pay its debts as they become due;

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(ix) if any Borrower fails to maintain its status as a Special Purpose Entity or breaches any material representation or warranty set forth in Section 4.1.30 of this Agreement, if any Senior Mezzanine Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Senior Mezzanine Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Senior Mezzanine Loan Agreement, or if any Mortgage Borrower fails to maintain its status as a Special Purpose Entity (as defined in the Mortgage Loan Agreement) or breaches any material representation or warranty set forth in Section 4.1.30 of the Mortgage Loan Agreement; and

(x) if any Borrower, any Mortgage Borrower, any Senior Mezzanine Borrower or any Operating Company fails to obtain Lender’s prior consent to any voluntary Indebtedness (other than Permitted Indebtedness or Permitted Indebtedness (Operating Company), as applicable) or voluntary Lien (other than Permitted Encumbrances) encumbering the Collateral, any of the Properties as required by this Agreement, the Mortgage Loan Agreement, the applicable Senior Mezzanine Loan Agreement, any applicable pledge agreement constituting a Senior Mezzanine Loan Document, the Pledge Agreement or the Mortgages, as applicable.

Notwithstanding anything to the contrary under this Agreement, neither any present or future Affiliate of any Borrower (other than Guarantor, to the extent provided under the Guaranty) nor any present or future shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in any Borrower or of or in any person or entity that is or becomes an Affiliate of any Borrower shall have any personal liability, directly or indirectly, under or in connection with the Loan Documents. Neither the negative capital account of any Affiliate of any Borrower in such Borrower, or in any other Affiliate of such Borrower, nor any obligation of any Affiliate of any Borrower in such Borrower to restore a negative capital account or to contribute or loan capital to such Borrower or to any other Affiliate of such Borrower shall at any time be deemed to be the property or an asset of such Borrower (or any other Affiliate of such Borrower) and neither Lender nor its successors or assigns shall have any right to collect, enforce or proceed against any such negative capital account or obligation to restore, contribute or loan capital.

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Indebtedness or to require that all collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents.

Section 9.3. Assignments. The Noteholders shall have the right, subject to this Section 9.3 and the applicable provisions of the Co-Lender Agreement, if any, and the Intercreditor Agreement, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations under their respective Notes (such assignments, sales, negotiations, pledges and/or hypothecations, collectively, an “Assignment”). No Noteholder shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to a Note to any other Person (an “Assignee”) (a) other than in compliance with Section 9.6, the

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Co-Lender Agreement, if any, and the Intercreditor Agreement, and (b) unless such transaction shall be an assignment of a constant (and not varying), ratable percentage of such Noteholder’s interest in the Loan; provided, however, any Noteholder shall have the right at any time without the consent of or notice to any other Noteholder or other Person (but only if in compliance with Co-Lender Agreement and Intercreditor Agreement) to grant a security interest in all or any portion of such Noteholder’s interest in the Loan or a Note to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Noteholder to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the Assignee and on compliance with Section 9.6 hereof, the assigning Noteholder shall have no further liability hereunder with respect to the interest of such Noteholder that was the subject of such transfer and such Assignee shall be a Noteholder with respect to such interest, and Borrower shall have the same rights as to such Noteholder with respect to such interest from and after the date of such assignment as if such Noteholder were an original Noteholder hereunder. Except for a Central Bank Pledge or financing transaction under a repurchase agreement, a Noteholder making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment and shall provide such other detail as Borrower may reasonably request to substantiate compliance with the foregoing.

Section 9.4. Participation. Each Noteholder may, without the consent of the Borrower, in compliance with applicable law, sell participations to one or more banks or other entities (a “Participant”), in all or a portion of such Noteholder’s rights and obligations under this Agreement (including all or a portion of the Note owing to it); provided that (A) such Noteholder’s obligations under this Agreement, the Intercreditor Agreement and the Co-Lender Agreement, if any, shall remain unchanged, (B) such Participant complies with the applicable provisions of the Co-Lender Agreement, if any, and Intercreditor Agreement, (C) such Noteholder shall remain solely responsible to the other parties hereto for the performance of such obligations and (D) the Borrower and the other Noteholders shall continue to deal solely and directly with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.2.3 and 2.2.4 (subject to requirements and limitations therein) to the same extent as if it were a Noteholder and had acquired its interest by assignment pursuant to Sections 9.3 and 9.6. Each Noteholder (or servicer or designee on its behalf) that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary.

Section 9.5. Borrower’s Facilitation of Transfer. In order to facilitate permitted Assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including supplemental or severed notes substantially in the form of the existing notes against surrender of the prior notes. Such supplemental or severed notes shall provide that they evidence a portion of the existing indebtedness hereunder and under the Notes and not any new or additional

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indebtedness of the Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental or severed notes related to such Note but shall exclude any Note it replaces. The provisions of Section 2.1.5 shall apply to any such supplemental or severed notes (such provisions being incorporated herein by this reference). Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements.

Section 9.6. Notice; Registration Requirement. No sale or Assignment of any part of a Lender’s interest in and to the Loan and its Note, other than as contemplated by Section 9.4 hereof, shall be effective or permitted hereunder unless and until (a) an assignment and acceptance agreement substantially in the form of Exhibit C is executed and delivered by the parties to such sale (an “Assignment and Acceptance”) shall have been delivered to Servicer, (b) Servicer shall have registered such Assignee’s name and address in the Register which Servicer maintains for the recordation of the names, addresses and interests of Noteholders, (c) if such Assignee is not already a Noteholder hereunder, such Assignee shall deliver any tax forms required hereunder and (d) if the Loan is not already subject to a Co-Lender Agreement (i.e. it is the first Assignment after the date hereof of less than any Lender’s entire interest in the Loan) a Co-Lender Agreement in the form attached as Exhibit L to the Intercreditor Agreement (the “Co-Lender Agreement Form”) is executed and delivered simultaneous therewith. The entries in the Register shall be conclusive, absent manifest error. This Section 9.6 shall not apply to any Central Bank Pledge.

Section 9.7. Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

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Section 9.8. Cooperation in Syndication. (a) Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist each such Initial Lender in connection with one secondary syndication (per Initial Lender) of the Loan or of all or any portion of such Initial Lender’s Note (a “Syndication”). Such assistance with such an Assisted Syndication shall include, with respect to each Initial Lender’s Assisted Syndication, using commercially reasonable efforts to (i) facilitate direct contact between senior management, advisors and Affiliates of Borrower and the proposed Assignees and/or Participants, (ii) assist in the preparation of such Disclosure Documents as shall be used in connection with each Assisted Syndication, and providing information with respect to Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings, Manager, the Operating Company, Guarantor and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as each Initial Lender may reasonably request in connection with each Assisted Syndication, (iii) host with each Initial Lender together with its prospective Assignees and/or Participants, or attend one or more meetings with prospective Assignees and/or Participants, (iv) attend periodic update calls with each Initial Lender engaged in an Assisted Syndication and its prospective Assignees and/or Participants, and (v) provide such other general assistance as reasonably requested by any Initial Lender in each Assisted Syndication and marketing of the Debt (Borrower agreeing to use commercially reasonable efforts to cause its senior management, advisors and Affiliates to cooperate as aforesaid and as shall be reasonably requested by each such Initial Lender).

(b) If reasonably required in connection with any Assisted Syndication, Borrower hereby agrees to use commercially reasonable efforts to:

(i) deliver updated financial and operating statements and other information reasonably required by each Initial Lender to facilitate each such Initial Lender’s Assisted Syndication;

(ii) upon the reasonable request of an Initial Lender engaging in an Assisted Syndication, use reasonable efforts to deliver reliance letters reasonably satisfactory to such Initial Lender(s) with respect to the environmental assessments and reports delivered to the Lender prior to the Original Closing Date (or, with respect to each Swap Property, prior to the Swap Closing Date), which will run to the requesting Initial Lender(s) and its or their successors and assigns; and

(iii) if the Initial Lender elects, in its sole discretion, prior to or upon a Syndication, to exercise its rights under Section 2.1.5, Borrower agrees to cooperate with the Initial Lender engaged in the Assisted Syndication in connection with the foregoing and to execute the required modifications and amendments to the Notes, this Agreement and the Loan Documents and to use reasonable efforts to provide opinions necessary to effectuate the same.

(c) Each Initial Lender engaged in an Assisted Syndication and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Borrower associated with (1) any restructuring of the Loan requested by a Lender under clause (iii) above and (2) any actions requested by a Lender under clause (ii) above, shall in each case be paid solely by such Initial Lender.

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Section 9.9. Sale of Notes and Securitization. Borrower acknowledges and agrees that each Lender may sell all or any portion of its Note and its interest in the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of its Note and its interest in the Loan Documents or a pool of assets that include its Note and interest in the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower agrees, upon the request of one or more Initial Lenders, to use commercially reasonable efforts to assist such Initial Lender in connection with one Assisted Securitization (per Initial Lender) with respect to each such Initial Lender and, in connection therewith, shall use commercially reasonable efforts to provide information not in the possession of each such requesting Initial Lender or which may be reasonably required by each such requesting Initial Lender in order to satisfy the market standards to which such Initial Lender customarily adheres or which may be reasonably required by prospective purchasers, investors and/or the Rating Agencies in connection with any such Assisted Securitization, or which are required to comply with any applicable securities laws (provided that, notwithstanding anything to the contrary herein, nothing contained in this Section 9.9 shall contravene or diminish Borrower’s obligation to provide all information and other items otherwise required to be provided under any other provision of this Agreement), including, without limitation, to:

(a) provide and/or cause Mortgage Borrower and Senior Mezzanine Borrower to provide additional and/or updated Provided Information, together with appropriate verification and/or consents related to the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the requesting Initial Lender and, if applicable, and the Rating Agencies;

(b) cooperate in good faith in the preparation of descriptive materials for presentations to any or all of the Rating Agencies, and work with, and if requested, supervise, third-party service providers engaged by Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Holdings and their respective affiliates to obtain, collect, and deliver information requested or required by the requesting Initial Lender or, if applicable, the Rating Agencies;

(c) deliver, if required or requested by any Rating Agency, (i) updated opinions of counsel as to non-consolidation, due execution and enforceability with respect to the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, the Collateral, the Senior Mezzanine Collateral, Principal, Holdings and their respective Affiliates and the Loan Documents, and (ii) revised organizational documents for Borrower, which counsel opinions and organizational documents shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

(d) if required by any Rating Agency, use commercially reasonable efforts to deliver such additional tenant estoppel letters, subordination agreements or other agreements from parties to agreements that affect any of the Properties, which estoppel letters, subordination agreements or other agreements shall be reasonably satisfactory to the requesting Initial Lender and the Rating Agencies;

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(e) execute such amendments to the Loan Documents as may be requested by the requesting Initial Lender and/or the Rating Agencies to effect the Assisted Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Note in question, provided that (i) the aggregate stated principal amount of the notes, following such amendments or delivery of new or component notes, shall equal the aggregate stated principal amount of the Note immediately prior thereto, (ii) the interest rate spread of the Note on the date of such amendment or delivery of new or component notes shall not be modified, (iii) subject to the provisions of, and the prepayments as described in, the Note Sales Agreement, all payments of principal in respect of the Note and the Loan (other than payments of principal on account of the Specified Mezzanine Notes) shall be applied ratably to all Notes and new notes or modified notes (including in respect of any applications of Net Proceeds or Net Sales Proceeds or otherwise), and (iv) the provisions of Section 2.1.5 otherwise shall apply to any such amendments and delivery of new or component notes (such provisions being incorporated herein by this reference);

(f) if requested by an Initial Lender, review any information regarding any of the Properties, Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Principal, the Collateral, the Senior Mezzanine Collateral, Holdings, the Operating Company and the Loan which is contained in the Disclosure Documents (including any amendment or supplement to any thereof) as are being used by the requesting Initial Lender or any affiliate thereof; and

(g) supply to each requesting Initial Lender such documentation, financial statements and reports in form and substance required in order to comply with any applicable securities laws (to the extent in Borrower’s possession, or in the possession of Borrower’s advisors, agents or employees), including, without limitation, if applicable, information necessary to comply with any applicable reporting or information requirements under Regulation AB or Rule 144A, Regulation D or Regulation S under the Securities Act of 1933, or the Exchange Act.

Each Initial Lender engaging in an Assisted Securitization and Borrower shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters; except that all costs and expenses of each such Initial Lender and Borrower associated with any restructuring of the Loan requested by any such Initial Lender, including under Section 2.1.5, shall be paid solely by such Initial Lender.

Section 9.10. Securitization Indemnification. (a) Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with any Assisted Securitization and may also be included in filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to investors or

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prospective investors in the Securities, the Rating Agencies, and service providers relating to any Assisted Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will cooperate with each Initial Lender in updating the Disclosure Document in connection with an Assisted Securitization by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects to the extent in Borrower’s possession.

(b) Borrower agrees to provide, in connection with any Assisted Securitization, an indemnification agreement (i) certifying that (A) Borrower has carefully examined the Disclosure Documents, including, if applicable and without limitation, the sections entitled “Risk Factors,” “Special Considerations,” “Description of the Collateral,” “Description of the Mezzanine Loans,” “The Operating Company,” “The Borrower” and “Certain Legal Aspects of the Mezzanine Loans,” and/or such sections in Disclosure Documents under different headings and containing information provided by the Borrower relating to the Properties, Collateral, Senior Mezzanine Collateral, Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Principal, Holdings, the Operating Company, the Mortgage Loan, Senior Mezzanine Loan and the Loan and (B) such sections and such other information in the Disclosure Documents (to the extent such information relates to or includes any Provided Information or any information regarding the Properties, Borrower, Mortgage Borrower, Principal, Holdings, the Collateral, the Senior Mezzanine Collateral and/or Operating Company, the Mortgage Loan and the Loan) (collectively with the Provided Information, the “Covered Disclosure Information”) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) indemnifying the applicable Initial Lender, and any Affiliate of such Initial Lender that has filed any registration statement relating to an Assisted Securitization or has acted as the sponsor or depositor in connection with an Assisted Securitization, any Affiliate of the applicable Initial Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Assisted Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Assisted Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”), for any losses, claims, damages, liabilities, costs or expenses (including, without limitation, legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities”)) to which any such Indemnified Person may become subject (whether or not arising from any third party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (iii) agreeing to reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities provided, however, that Borrower shall have liability with respect to Liabilities arising out of or based upon the Covered Disclosure Information only to the extent that such Liabilities arise out of or are based upon any such untrue statement or omission made in the Covered Disclosure Information in reliance upon and in conformity with information furnished to the applicable

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Initial Lender or the Noteholders by or on behalf of Borrower in connection with the preparation of the Disclosure Documents or in connection with the underwriting or the closing of the Loan (including without limitation financial statements of Borrower and operating statements and rent rolls with respect to the Properties), and in no event shall Borrower be liable for Liabilities arising from information contained in a Disclosure Document that was not provided to Borrower for comment at least five (5) Business Days prior to its dissemination or on which Borrower provided comments to Initial Lender in writing and Initial Lender failed to incorporate such comments (assuming such comments were accurate). This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(c) In connection with filings under the Exchange Act (if any), Borrower agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against Borrower, notify Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.10 except to the extent that it has been materially prejudiced by such failure and, provided, further, that the failure to notify Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.10. If any such claim or action shall be brought against an Indemnified Person, and it shall notify Borrower thereof, Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to an Indemnified Person of its election to assume the defense of such claim or action, Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both Borrower, on the one hand, and one or more Indemnified Persons on the other hand, and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different or in addition to those available to Borrower, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person or Persons. The Indemnified Person shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the

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defense of a claim for which Borrower is required hereunder to indemnify such Indemnified Person. Borrower shall not be liable for the expenses of more than one (1) such separate counsel unless such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Indemnified Person.

(e) Without the prior consent of the Indemnified Person in question (which consent shall not be unreasonably withheld), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Borrower shall have given such Indemnified Person reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of Borrower (which consent shall not be unreasonably withheld).

(f) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.10 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.10), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.10, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) Borrower agrees that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by the Indemnified Persons in connection with the closing of the Loan or the Securitization.

(g) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.10 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.10.

(h) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.10 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

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Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

Section 9.11. Amendments to the Co-Lender Agreement, Intercreditor Agreement, Servicing Agreement and Participation Agreements. (a) On or prior to the Closing Date, Lender has provided to Borrower copies of the servicing agreement with Servicer, the Co-Lender Agreement, if any, the Intercreditor Agreement and all other intercreditor/participation agreements that are in effect on the Closing Date. Lender will provide to Borrower copies of any additional or supplemental servicing agreements, Co-Lender Agreements, if any, Intercreditor Agreements and all other new intercreditor/participation agreements that are entered into by Lender subsequent to the Closing Date and any amendments, modifications or supplements to any of the foregoing documents in effect on or executed after the Closing Date (any such additional, supplemental or new servicing agreements, Co-Lender Agreement, Intercreditor Agreement and/or intercreditor/participation agreement, or any such amendments, modifications or supplements effected after the Closing Date, a “New Syndication Arrangement”), with respect to, in connection with, or otherwise affecting the Loan, the Mortgage Notes, the Mezzanine Notes or the terms thereof. Such New Syndications Arrangements will be, with respect to the substance of the voting matters set forth in such agreements and the aggregate percentage interest of the parties thereto required to consent to such voting matters, in each case, if applicable, as set forth in each such agreement (such matters and percentage interests, collectively, the “Voting Matters”), (i) substantially consistent with such Voting Matters as are set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form), intercreditor agreement or participation agreement (as applicable depending on the agreement that is being supplemented, amended or replaced) in effect on the date hereof (or, if such New Syndication Arrangement is not replacing, supplementing, modifying or amending an agreement in effect on the Closing Date, then substantially consistent with the Voting Matters set forth in the Co-Lender Agreement (or, if the Loan is not already subject to a Co-Lender Agreement, a Co-Lender Agreement in the form of the Co-Lender Agreement Form) or, if not, reasonably acceptable to Borrower with respect to such Voting Matters, and (ii) otherwise consistent with the provisions hereof and of the other Loan Documents. Borrower shall have the right to reasonably approve the substance of the Voting Matters set forth in each New Syndication Arrangement; provided, that, to the extent that the provisions thereof consisting of the Voting Matters, if any, either (x) are not material and adverse to Borrower or (y) they otherwise comply with the immediately preceding clauses (i) and (ii), then in either case Borrower’s consent to such New Syndication Arrangement shall not be unreasonably withheld or delayed.

(b) Borrower hereby confirms its understanding that the references to intercreditor and participation agreements in the foregoing paragraph are not intended to include references to participation agreements entered into solely between a Lender and a Participant on or after the date hereof in compliance with Section 9.4.

Section 9.12. Collateral Agent. (a) Pursuant to that certain Co-Origination Agreement dated January 28, 2008 by and among, inter alia, JPM and the other Initial Lenders, German American Capital Corporation or their predecessors (as amended from time to time, the

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“Co-Origination Agreement”), JPM and the other parties thereto agreed amongst themselves to extend the Original Loan to Borrower and accordingly, JPM, on behalf of itself and the Lenders or their predecessors party to the Co-Origination Agreement, entered into the Original Loan Agreement and the various loan documents contemplated thereby and has acted as the secured party of record for purposes of the grants of security and collateral contained in the various Loan Documents.

(b) Each Lender hereby irrevocably (i) designates and appoints Bank of America, N.A. as the Collateral Agent with respect to the agreements and other documents listed on Schedule XXXIV (collectively, the “Collateral Loan Documents”), to act as secured party or other applicable named party (including, without limitation, as named insured and loss payee) on behalf of the Lenders, (ii) names the Collateral Agent as a replacement secured party of record, and (iii) authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties (A) as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents and (B) as are necessary to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Collateral Agent hereby (1) accepts such designation and appointment, (2) agrees to act as a replacement secured party of record, (3) agrees to reasonably cooperate with the Servicer in the performance of its obligations and in acting upon the direction of the Servicer, and (4) agrees to take such actions on behalf of Lender and exercise such powers and perform such duties (i) as are expressly delegated to it by the terms of this Agreement and the other Loan Documents and (ii) as are necessary or advisable to comply with any direction given to the Collateral Agent by the Servicer, together with such other powers as are reasonably incidental thereto, with respect to the Collateral Loan Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or in the Collateral Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Collateral Agent. Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Neither Collateral Agent nor any of its officers, directors, employees, agents or attorneys-in-fact shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except for its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any Lender for any recitals, statements, representations or warranties made by any Borrower herein or in any report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Borrower to perform its obligations hereunder or thereunder. Collateral Agent shall be under no obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower. Collateral Agent shall not be deemed to have knowledge or

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notice of the occurrence of any Default or Event of Default hereunder unless it shall have received notice from a Lender, Servicer or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”

(c) Collateral Agent agrees that it will confirm receipt (in writing to each Lender) of any Collateral Loan Document that it receives (including following the recordation of any such Collateral Loan Documents, from time to time) within ten (10) Business Days of the receipt of each such Collateral Loan Document (in each case). Collateral Agent shall (or shall cause its designee to) review the Loan Documents constituting the custodial file (as set forth on the closing checklist of Loan Documents to be delivered in connection with the origination of the amended and restated Loan on the Closing Date) and, within ten (10) Business Days of receipt thereof, deliver to the Lender a trust receipt, in compliance with that certain custodial arrangement between the Lender and Bank of America, N.A., as custodian, evidencing receipt of such Loan Documents, together with a schedule of exceptions to such receipt. The Collateral Agent (or its designee) shall continue to act as the custodian of the Loan Documents on behalf of Lender and shall comply with the terms and provisions of any existing custodial arrangement with the Lender with respect thereto.

(d) Collateral Agent, in its capacity as such, is a “representative” of each Lender within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Collateral Agent to enter into each of the Collateral Loan Documents to which it is a party and to take all action contemplated in this Agreement and in such documents to be taken by the Collateral Agent. Each Lender agrees that no Lender (other than the Collateral Agent, in its capacity as the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent (for the benefit of each Lender) at the direction of the Servicer in accordance with the Collateral Loan Documents, any applicable Co-Lender Agreement and any applicable intercreditor or servicing agreements. In the event that any collateral is hereafter pledged by any person as collateral security for the Debt, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of each Lender any Loan Documents necessary or appropriate to grant and perfect a first priority lien on such collateral in favor of the Collateral Agent for the benefit of Lender. Each Lender hereby authorizes the Collateral Agent to release any lien granted to or held by the Collateral Agent upon any collateral as permitted by, but only in accordance with, the direction of the Servicer and the express terms of this Agreement, the applicable Loan Document and the applicable provisions of the Co-Lender Agreement, if any. Upon request by the Collateral Agent at any time, and in each case subject to the requirements and approvals required in the Co-Lender Agreement, if any, each Lender shall confirm in writing the Collateral Agent’s authority to release particular types or items of collateral pursuant to the provisions of this Agreement. Upon any sale, lease, transfer or other disposition of assets constituting collateral which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Lenders in accordance with the provisions of the Co-Lender Agreement, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by each Lender to) execute such documents as may be necessary to evidence the release of the liens granted to the Collateral Agent for the benefit of Lender herein or pursuant hereto with respect to the collateral that was so sold or transferred; provided,

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however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s reasonable opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Debt or the secured obligations or any liens upon (or obligations of any Borrower in respect of) all interests retained by any Borrower, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the collateral. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the failure of Collateral Agent to take any action hereunder or under any other Loan Document shall not (a) be deemed to be a waiver of any term or condition of this Agreement or any of the other Loan Documents, or (b) adversely affect any rights of Lender hereunder or under any other Loan Document.

(e) The Collateral Agent (i) may resign at any time upon notice to each Lender, and (ii) may be removed at any time upon the decision of Lender made in accordance with the applicable provisions of the Co-Lender Agreement, if any. If the Collateral Agent shall resign or be removed, Lender shall have the right to select a replacement collateral agent in accordance with the Co-Lender Agreement, if any. Upon the replacement of the Collateral Agent, the Collateral Agent shall assign all of the liens upon and security interests in all collateral under the Collateral Loan Documents, and all right, title and interest of the Collateral Agent under all the Collateral Loan Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of Borrower. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided in this Agreement and the Co-Lender Agreement, if any, and shall have assumed in writing the obligations of the Collateral Agent under this Agreement and under the Collateral Loan Documents. In the event that a replacement Collateral Agent shall not have been selected as provided in this Agreement or shall not have assumed such obligations within ninety (90) days after the resignation or removal of the Collateral Agent, then the Collateral Agent may apply to a court of competent jurisdiction for the appointment of a replacement Collateral Agent. Lender shall notify Borrower in writing of any change to the identity of the Collateral Agent that may be appointed by Lender pursuant to the terms of the Co-Lender Agreement, if any.

(f) The parties hereto acknowledge that in the event that Bank of America, N.A. is replaced as Collateral Agent with respect to the Mortgage Loan but remains as Collateral Agent with respect to the Loan, Borrower shall be responsible for the annual fee payable to the Collateral Agent in the amount and pursuant to the terms set forth in the Mortgage Loan Agreement. The payment of such fee shall not be duplicative of any such fee under any Other Mezzanine Loan (i.e. such fee is not payable under more than one of the Loan or any Other Mezzanine Loan).

X. MISCELLANEOUS

Section 10.1. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the execution and delivery of the Loan Documents, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of

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the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2. Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit Lender from delaying or conditioning such consent or approval.

Section 10.3. Governing Law.

(A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY THE NOTEHOLDERS AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND EACH NOTEHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY NOTEHOLDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR

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PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4. Amendments and Waivers. (a) Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders) (nor shall any provision of this Agreement or any other Loan Document be waived except in a writing signed by each Borrower, Collateral Agent and Servicer (on behalf of the Requisite Lenders)), in each case subject to the following sentence. Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (or, if the Loan is not subject to a Co-Lender Agreement, by Lender in its individual capacity) (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender, in such capacity solely to the extent required under Section 3.3(c) of the Note Sales Agreement. In the case of any waiver, any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. It is understood and agreed that the Loan will not be subject to a Co-Lender Agreement only and to the extent that, there is a single Lender in respect of the Loan. From and after the date, if any, that there shall be more than one Lender hereunder, the Loan shall be subject to a Co-Lender Agreement.

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(b) Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

(c) To the extent required by any Gaming Law, Borrower shall notify all relevant Gaming Authorities of any amendment to this Agreement or any Loan Document.

Section 10.5. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a notice to the other parties hereto in the manner provided for in this Section 10.6):

If to Lender, to Servicer on behalf of each Lender at:

	c/o Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343

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with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Collateral Agent:	Bank of America, N.A., as Collateral Agent Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to Servicer on behalf of each Lender:
	Bank of America, N.A., as Servicer Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No.: (702) 407-6081

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with a copy to: One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No.: (702) 407-6418   and   O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Attention: Gregory Ezring, Esq. Facsimile No.: (212) 326-2061

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. Each Borrower hereby designates Harrah’s Las Vegas Mezz 9, LLC, a Delaware limited liability company (“Borrower Agent”), as the party to give and receive notices on behalf of Borrower hereunder, and any notice received by Lender by a Borrower other than Borrower Agent shall not constitute effective notice to, or be binding upon Lender hereunder. Notwithstanding the foregoing, any notice by Lender to one or more Borrowers other than Borrower Agent shall be deemed to constitute effective notice to all of the Borrowers.

Section 10.7. Trial by Jury. BORROWER AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 10.8. Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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Section 10.10. Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder (except that, unless there exists an Event of Default, payments of principal shall be applied to components of the Note on a pro-rata basis). To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11. Waiver of Notice. Borrower hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 10.12. Remedies of Borrower. (a) In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

(b) No Borrower shall assert, and each Borrower hereby waives (to the fullest extent permitted under applicable law), any claim against any Lender, Servicer or Collateral Agent on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds of the Loan.

Section 10.13. Expenses; Indemnity. (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, (i) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for (1) all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons, and including, to the extent applicable, liquidation fees, workout fees, special servicing fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrowers’ defaults under the Loan Documents)

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incurred by such Person in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including, without limitation, any opinions requested by such Person as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties) and (2) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to any Lender, the Servicer or Collateral Agent all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Collateral Agent and Lender pursuant to this Agreement and the other Loan Documents; (ii) the Servicer and Collateral Agent upon receipt of notice from Servicer or Collateral Agent for all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by Servicer or Collateral Agent in connection with (1) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Original Closing Date, including, without limitation, confirming compliance with environmental, gaming and insurance requirements, if necessary or advisable due to reasonably suspected non-compliance, (2) the release of the Collateral in accordance with the provisions of this Agreement, the Note Sales Agreement and the other Loan Documents, and (3) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; and (iii) each Lender, the Servicer and Collateral Agent upon receipt of notice from any such Person for all reasonable, documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements, including fees and disbursements of one local counsel and one regulatory counsel per applicable jurisdiction for all such Persons) incurred by such Person in connection with (1) the release of any Collateral (and the application of Net Sales Proceeds) except in respect of the release of O’Shea’s and the RDE Parcels as specifically contemplated in this Agreement, the Note Sales Agreement and the other Loan Documents, (2) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement, if Borrower defaults in its obligations hereunder, (3) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, Mortgage Borrower, Senior Mezzanine Borrower, Operating Company, Manager, this Agreement, the other Loan Documents, the Properties, the Collateral, Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or any other security given for or document executed in connection with the Loan and (4) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties, Operating Company, Manager, the Operating Leases, the Management Agreement, the Shared Services Agreement, the IP Licenses or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to any Person to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of such Person. Any cost and expenses due and payable to any Lender, the Servicer or Collateral Agent may be paid from any amounts in the Mezzanine Collection Account or any Reserve Account upon the occurrence and during the continuance of an Event of Default.

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(b) Borrower shall indemnify, defend and hold harmless each Lender, Servicer and Collateral Agent from and against any and all other actual liabilities, obligations, losses, damages (excluding, however, any punitive and consequential damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for each Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Lender in any manner (whether or not arising from a third party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or any material misrepresentation by Borrower contained in any report, certificate, financial statement or other instrument, agreement, document or other material or written information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document, (ii) the use or intended use of the proceeds of the Loan, (iii) the Leases or any of the duties, responsibilities or obligations of Borrower or any Operating Company thereunder, (iv) the transactions contemplated in the Collection Account Agreements, or (v) any third-party claims alleging that the Loan, the Senior Mezzanine Loan, the Mortgage Loan, the Operating Lease, the Operating Lease Guaranty, the Management Agreement, the Shared Services Agreement, the IP Licenses or any of the Loan Documents or documents executed in connection with the Loan violates any agreements or Legal Requirements binding on the Borrower or its Affiliates or their respective properties (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

(c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any request by Borrower that required Rating Agency Confirmation pursuant to the terms hereof.

Section 10.14. Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

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Section 10.16. No Joint Venture or Partnership; Servicer a Third Party Beneficiary; No Other Third Party Beneficiaries. (a) Borrower and each Noteholder intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and any Noteholder nor to grant any Noteholder any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) Servicer shall be a third party beneficiary of those provisions of this Agreement that relate to the Servicer (and such provisions shall inure to the benefit of Servicer).

(c) Except as provided in subparagraph (b) above, except as provided in Section 2.2.7(f) and except as otherwise expressly provided herein, this Agreement and the other Loan Documents are solely for the benefit of each Noteholder and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than each Noteholder and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to execute and deliver this Agreement and the Loan Documents are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that any Lender will refuse to make (or continue to extend) the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so.

Section 10.17. Conversion to LLC; Tax Elections. Notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each of Paris Las Vegas Holding, Inc., Harrah’s Laughlin Inc., Harrah’s Las Vegas, Inc., Harrah’s Atlantic City Holding, Inc., Rio Properties Inc. and Flamingo Las Vegas Holding, Inc. will be permitted, in the Borrower’s sole discretion, to convert to a limited liability company. In addition, notwithstanding any provision of this Agreement or the other Loan Documents to the contrary, each Borrower will be permitted to make tax elections in its discretion at any time with respect to any Consolidated Entity or equity owner thereof; provided, that (i) any such election that would reasonably be expected to have a current or future material adverse tax consequence for any Borrower shall require the prior written consent of holders of 66 ²/3% of the aggregate principal amount of the Loan, the Mortgage Loan and the Other Mezzanine Loans outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation) and (ii) in addition, if any such election requires the consent of the holders of the Mortgage Loan and the Mezzanine Loan pursuant to the foregoing clause (i) and such election adversely affects the Borrower in a manner that is different than the affect on the Mortgage Borrower and Other Mezzanine Borrowers, then such election will also require the consent of holders of 66 ²/3% of the aggregate principal amount

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of the Loan outstanding at such time (it being understood that any such election in connection with or in reasonable anticipation of a sale of the Rio Las Vegas shall be permitted without limitation).

Section 10.18. Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Mortgage Borrower, Senior Mezzanine Borrower, Borrower, Borrower’s partners and members and others with interests in Borrower (including each Other Mezzanine Borrower), and of the Properties, the Collateral and the “Collateral” under (and as defined in) each Other Mezzanine Loan Agreement or to a sale in inverse order of alienation in the event of a foreclosure of (or other enforcement action with respect to) all or any of the Mortgages or a sale (upon any enforcement) under the Pledge Agreement (or under any pledge under any pledge agreement given under any of the Other Mezzanine Loan Agreements), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties or the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of (or any enforcement action with respect to) any or all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral with respect to each Mortgage Borrower or require Lender to exhaust its remedies against any Collateral with respect to each Mortgage Borrower or any combination of such Collateral before proceeding against any other Collateral with respect to one or more Mortgage Borrowers; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19. Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Loan Agreement and any of the other Loan Documents, the provisions of this Loan Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of any Lender or any parent, subsidiary or Affiliate of any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it or them under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of any Lender of any equity interest any of them may acquire in Borrower,

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and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to the exercise of any such rights or remedies. Borrower acknowledges that each Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21. Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement (other than those the fees and other claims of which shall be paid by Borrower). Borrower hereby agrees to indemnify, defend and hold each Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. Each Lender hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Commitment Letter dated December 19, 2006 between Affiliates of the Mortgage Borrower and the Initial Lenders (as such term is defined in the Mortgage Loan Agreement) and the Letter Agreement dated as of March 5, 2010 between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 10.24. Intentionally Omitted.

Section 10.25. Gaming Laws. (a) All rights, remedies and powers in or under this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

(b) The Noteholders agree to cooperate with all Gaming Authorities in connection with the provision in a timely manner of such documents or other information as may be requested by such Gaming Authorities relating to the Loan or Loan Documents.

(c) The Noteholders acknowledge and agree that if Borrower receives a notice from any applicable New Jersey Gaming Authority that any Noteholder is a disqualified holder (and such Noteholder is notified by the Borrower in writing of such disqualification), Borrower shall, following any available appeal of such determination by such Gaming Authority (unless

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the rules of the applicable New Jersey Gaming Authority do not permit such Noteholder to retain its Note pending appeal of such determination) have the right to (i) cause such disqualified holder to transfer and assign, without recourse, all of its interests, rights and obligations in its Note or (ii) in the event that (A) such Borrower is unable to cause such Noteholder to so assign such Note after using its best efforts to cause such an assignment and (B) no Default or Event of Default has occurred and is continuing, prepay such disqualified holder’s Note. Notice to such disqualified holder shall be given ten (10) days prior to the required date of assignment or prepayment, as the case may be, and shall be accompanied by evidence demonstrating that such transfer or prepayment is required pursuant to applicable New Jersey Gaming Laws. If reasonably requested by any such disqualified Noteholder, the Borrower will use commercially reasonable efforts to cooperate with any such Noteholder that is seeking to appeal such determination and to afford such Note holder an opportunity to participate in any proceedings relating thereto. Notwithstanding anything herein to the contrary, any prepayment of a Note shall be at a price that, unless otherwise directed by the applicable New Jersey Gaming Authority, shall be equal to the sum of the principal amount of such Note and interest to the date such Noteholder or holder became a disqualified holder (plus any fees and other amounts accrued for the account of such disqualified Noteholder to the date such Noteholder became a disqualified holder).

(d) If during the existence of an Event of Default hereunder or any of the other Loan Documents it shall become necessary or, in the opinion of the Lender, advisable for an agent, supervisor, receiver or other representative of the Noteholders to become licensed or qualified or to be found suitable under any Gaming Law as a condition to receiving the benefit of any Collateral encumbered by the Loan Documents or to otherwise enforce the rights of the Noteholders under the Loan Documents, the Borrower hereby agrees to promptly execute such documents as may be required in connection with such applications or requests for findings of suitability.

Section 10.26. Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower, Senior Mezzanine Borrower and Mortgage Borrower, provided that any such advice or consultation shall be completely nonbinding on Borrower, and; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower, Senior Mezzanine Borrower and Mortgage Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness, in each case to the extent explicitly set forth herein; and

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(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to reasonably approve any acquisition by Borrower, Senior Mezzanine Borrower or Mortgage Borrower of any other significant real property.

The rights described above in this Section 10.26 that are afforded to any Lender may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in such Lender.

XI. JOINT AND SEVERAL LIABILITY; WAIVERS

Section 11.1. Joint and Several Liability; Primary Obligors. Each entity comprising Borrower (each, a “Borrower Entity”) shall be a primary obligor with respect to payment of the Debt and performance of Borrower’s obligations under the Loan Documents and all such Borrower Entities shall be jointly and severally liable for payment of the Debt and performance of such other obligations. As used in this Article, references to “Other Borrowers” shall mean all Borrower Entities other than the particular Borrower Entity referred to.

Section 11.2. Waivers. Without limiting the primary liability of each Borrower Entity as set forth above, to the extent any such Borrower Entity is determined to be secondarily liable with respect to any portion of the Debt or any other obligation hereunder, the following shall apply:

11.2.1 No Duty To Pursue Others. It shall not be necessary for Lender (and each Borrower Entity hereby waives any rights which such Borrower Entity may have to require Lender), in order to enforce the obligations of such Borrower Entity hereunder, first to (a) institute suit or exhaust its remedies against any Other Borrower or others liable on the Debt or any other person, (b) enforce Lender’s rights against any collateral mortgaged, pledged or granted by any Other Borrower which shall ever have been given to secure the Debt (“Other Borrower Collateral”), (c) enforce Lender’s rights against any other guarantors of the Debt, (d) join Borrower or any others liable on the Debt in any action against any Other Borrower seeking to enforce the Loan Documents, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Debt, or (f) resort to any other means of obtaining payment of the Loan by any Other Borrower. Lender shall not be required to mitigate damages or take any other action pertaining to any Other Borrower or any Other Borrower Collateral to reduce, collect or enforce the Debt from any Other Borrower.

11.2.2 Waivers. Such Borrower Entity agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Noteholder to any Other Borrower, (b) acceptance of the Loan Documents, (c) any amendment or extension of the Note, this Loan Agreement or of any other Loan Documents entered into by any Other Borrower, (d) the execution and delivery by any Other Borrower and Lender of any other loan or credit agreement or of any Other Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Other Borrower Collateral, (e) the occurrence of any breach by any Other Borrower or an Event of Default with respect to any Other Borrower or Other Borrower Collateral, (f) any Noteholder’s transfer or disposition of the Debt, or any part thereof, (g) sale or foreclosure (or posting or advertising for

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sale or foreclosure) of any Other Borrower Collateral, (h) protest, proof of non-payment or default by any Other Borrower and (i) any other action at any time taken or omitted by any Lender, and, generally, all demands and notices to any Other Borrower of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Debt.

11.2.3 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in the Loan Documents, each Borrower hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of ninety-one (91) days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating such Borrower Entity to the rights of any Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement (other than pursuant to the express provisions of the Contribution Agreement) from any Other Borrower or any other party liable for payment of any or all of the Debt for any payment made by such Borrower Entity under or in connection with the Loan Documents or otherwise.

11.2.4 Events And Circumstances Not Reducing Or Discharging Guarantor’s Obligations. Each Borrower Entity hereby consents and agrees to each of the following, and agrees that such Borrower Entity’s obligations under the Loan Documents shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including rights to notice) which such Borrower Entity might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension, increase, modification, alteration, restatement or rearrangement entered into by any Other Borrower of all or any part of the Debt, the Note, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between any Other Borrower, any Lender, or any other parties, pertaining to the Debt or any failure of Lender to notify Borrower Entity of any such action.

(b) Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to any Other Borrower.

(c) Condition of Borrower or Borrower Entity. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of any Other Borrower or any other party at any time liable for the payment of all or part of the Debt; or any dissolution of any Other Borrower, or any sale, lease or transfer of any or all of the assets of Borrower or of any Other Borrower, or any changes in the shareholders, partners or members of any Other Borrower; or any reorganization of any Other Borrower.

(d) Invalidity of Debt. The invalidity, illegality or unenforceability of all or any part of the Debt, or any document or agreement executed in connection with the Debt, for any reason whatsoever, including the fact that (i) the Debt, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Debt or any part thereof is ultra vires,

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(iii) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Debt acted in excess of their authority, (iv) the Debt violate applicable usury laws, (v) any Other Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Debt wholly or partially uncollectible from such Other Borrower, (vi) the creation, performance or repayment of the Debt (or the execution, delivery and performance of any document or instrument by any Other Borrower representing part of the Debt or executed in connection with the Debt, or given to secure the repayment of the Debt) is illegal, uncollectible or unenforceable, or (vii) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that such Borrower Entity shall remain liable hereon regardless of whether any Other Borrower or any other Person be found not liable on the Debt or any part thereof for any reason.

(e) Release of Obligors. Any full or partial release of the liability of any Other Borrower on the Debt, or any part thereof, or of any guarantor(s) thereof, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Debt, or any part thereof, it being recognized, acknowledged and agreed by such Borrower Entity that such Borrower Entity may be required to pay the Debt in full without assistance or support of any other party, and such Borrower Entity has not been induced to enter into the Loan Documents on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Debt, or that Lender will look to other Persons to pay or perform the Debt.

(f) Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Debt.

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Debt.

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of Other Borrower Collateral, all or any part of such collateral, property or security, including any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Debt or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon Other Borrower Collateral, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Debt.

(i) Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Debt, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by such Borrower Entity that such Borrower Entity is not entering into the Loan Documents in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Debt.

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(j) Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Debt by any Other Borrower, whether such right of offset, claim or defense arises in connection with the Debt (or the transactions creating the Debt) or otherwise.

(k) Merger. The reorganization, merger or consolidation of any Other Borrower into or with any other corporation or entity.

(l) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

Section 11.3. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Debt, or Other Borrower Collateral, whether or not such action or omission prejudices such Borrower Entity or increases the likelihood that such Borrower Entity will be required to pay the Debt pursuant to the terms hereof, it is the unambiguous and unequivocal intention of such Borrower Entity that such Borrower Entity shall be obligated to pay the Debt when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever pertaining to any Other Borrower or any Other Borrower Collateral, whether contemplated or not, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Debt.

Section 11.4. No Release or Novation. This Agreement constitutes an amendment and restatement of the Original Loan Agreement and is not intended to and shall not extinguish any of the indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Documents in such a manner as would constitute a release or novation of the original indebtedness or obligations of Borrower under the Notes, the Original Loan Agreement or any other Loan Document, nor shall this Agreement affect or impair the priority of any liens created thereby or in connection therewith, it being the intention of the parties hereto to preserve all liens and security interests securing payment of the Notes and the Debt, which liens and security interests are acknowledged by Borrower to be valid and subsisting against the Collateral and any other security or collateral for the Debt.

Section 11.5. Intentionally Omitted.

Section 11.6. Intentionally Omitted.

Section 11.7. Platform; Borrower Materials. Borrower hereby acknowledges that (a) any agent designated by Lender (or Servicer) may make available to the Noteholders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Noteholders may be “public-side” Noteholders (i.e., Noteholders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be

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clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Lender, the Servicer and its or their agents acting on its or their behalf to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor,” and (iv) Lender shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

In no event shall Lender, Servicer, the agent selected by Lender for purposes of distributing Borrower Materials or maintaining a Platform pursuant to this Section 11.7 or any of its or their respective affiliates or subsidiaries, or any of the directors, trustees, officers, employees, agents and advisors (any such Persons, an “Information Recipient”) have any liability to the Borrower or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any such Information Recipient; provided, however, that in no event shall any Information Recipient have any liability to the Borrower, Servicer, Collateral Agent or any Noteholder or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). ANY PLATFORM SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR LIABILITY OF ANY KIND, INCLUDING REGARDING THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM.

Section 11.8. Confidentiality. Each of the Lenders, Servicer and Collateral Agent agrees that it shall maintain in confidence any information relating to the Properties, Collateral, Borrower, Guarantor and any Consolidated Entity furnished to it by or on behalf of the Borrower, Guarantor or any Consolidated Entity (other than information that (a) has become available to the public other than as a result of a disclosure by such party in breach of this Section 11.8, (b) has been independently developed by such Lender, Servicer or Collateral Agent without violating this Section 11.8 or (c) was or becomes available to such Lender, Servicer or Collateral Agent from a third party which, to such person’s actual knowledge, had not breached an obligation of confidentiality to the Borrower, Guarantor or a Consolidated Entity) and shall not reveal the same other than to its affiliates, directors, trustees, officers, employees, advisors, attorneys, accountants, agents, sub-agents and other Lenders, Mortgage Lenders and Other Mezzanine Lenders (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) except: (A) in connection with a Securitization (including Securitizations which are not Assisted Securitizations), information determined in good faith by the applicable Lender or Lenders as necessary or appropriate in order to consummate a successful Securitization (taking into account investor expectations, Rating Agency requirements, applicable laws and regulations and market standards, in each case as determined in good faith by the applicable Lender or Lenders) (it being understood and agreed that in connection with such disclosure under this clause (A), (i) the

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applicable Lender or Lenders will consult in good faith with the Borrower and will consider in good faith matters raised by the Borrower in such consultation, provided, however, that such Lender or Lenders will have the sole right to make the determinations described in this clause (A) and (ii) such disclosure shall not include financial projections, budgets or other forward-looking financial information of the Borrower, the Guarantor or any Consolidated Entity, unless required by applicable law), (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (C) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (D) in order to enforce its rights under any Loan Document in any proceeding, including, without limitation, any judicial or non-judicial foreclosure proceedings, uniform commercial code sale, strict foreclosure or transfer proceedings and/or any out of court proceedings, (E) to any direct, indirect or prospective Assignee (including, without limitation, investors and proposed investors in any Securitization, with respect to information not otherwise disclosed pursuant to clause (A) above) of, or direct, indirect or prospective Participant in, any of its rights under this Agreement, or any assignee of any Individual Property or Collateral or interest therein post-foreclosure, together with the advisors, attorneys, and/or accountants of any such Assignee, Participant or assignee (so long as any such person shall have been instructed to keep the same confidential in accordance with this Section 11.8 or terms substantially similar to this Section) and (F) to any direct, indirect or prospective contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 11.8 or terms substantially similar to this Section). This Section 11.8 supersedes the confidentiality provisions present on any Platform previously or hereafter agreed to by the Lenders with respect to the confidentiality obligations of the Lenders and in the event of any conflict with respect to the confidentiality obligations of the Lenders between this Section 11.8 and such confidentiality provisions, this Section 11.8 shall govern.

Notwithstanding anything to the contrary in this Section 11.8, (i) no individual Lender shall have any liability in respect of a breach of this Section 11.8 by Servicer, Collateral Agent and/or any other individual Lender, it being agreed that each individual Lender shall have liability under this Section 11.8 if and only if, and only to the extent, such individual Lender breaches its obligations under this Section 11.8 and (ii) no Borrower, Borrower Entity or Guarantor shall be entitled to any defense, offset or counterclaim with respect to the enforcement of the rights of the Servicer, Collateral Agent or the Lenders under this Agreement or any of the other Loan Documents due to any breach of this Section 11.8 by Servicer, Collateral Agent, any Lender or any other Person (with the sole remedy for any such breach being an action for damages by Borrower, Borrower Entity or Guarantor, as the case may be, against the specific individual party that breached this Section 11.8, any of which actions shall be subject to Section 10.12(b) of this Agreement).

Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan

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Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”). It is understood and agreed that the filing of a “form of” the Operating Lease (Casino Component), a “form of” the Operating Lease (Hotel Component) and a “form of” the Management Agreement (as opposed to those with respect to each of the Properties) shall satisfy the foregoing sentence. Without limitation of the obligations of the Lenders pursuant to Section 9.11, the Lenders shall provide to the Borrowers on or prior to the execution thereof, a copy of any agreement or instrument that effects any amendment, supplement or modification to the Co-Lender Agreement or the Intercreditor Agreement as in effect on the Closing Date and the parties agree that the Borrower may in its discretion in light of its legal obligations file (or cause to be filed) any such agreement or instrument with the SEC.

Section 11.9. Amendment and Restatement. Borrower and Lender hereby agree that the Original Loan Agreement is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Agreement shall replace the terms and conditions of the Original Loan Agreement, it being understood and agreed that the execution of this Agreement shall not impair the liens of any of the Loan Documents. The parties agree that this Agreement and the other Loan Documents are each dated as of August 31, 2010, but this Agreement and such other Loan Documents are each effective as of September 1, 2010.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
HARRAH’S LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:
HARRAH’S ATLANTIC CITY MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:
PARIS LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:
RIO MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:

FLAMINGO LAS VEGAS MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:
HARRAH’S LAUGHLIN MEZZ 9, LLC, a Delaware limited liability company
By:	/s/ Authorized Signatory
	Name: Title:

[Signature Pages Continue]

LENDER:
GOLDMAN SACHS MORTGAGE COMPANY
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name: Title:
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Authorized Signatory
	Name: Title:

SCHEDULE I

LIST, ADDRESSES AND TAX IDENTIFICATION

NUMBERS OF BORROWERS

[Redacted.]

SCHEDULE I

SCHEDULE II

PROPERTIES – ALLOCATED LOAN AMOUNTS

	Property	Allocated Loan Amount
1.	Harrah’s Las Vegas	$	1,690,615.39
2.	Rio Las Vegas	$	1,620,173.07
3.	Flamingo Las Vegas	$	1,620,173.07
4.	Paris Las Vegas	$	2,042,826.93
5.	Harrah’s Atlantic City	$	1,634,261.54
6.	Harrah’s Laughlin	$	549,450.00

SCHEDULE II

SCHEDULE III

[INTENTIONALLY OMITTED]

SCHEDULE III

SCHEDULE IV

[INTENTIONALLY OMITTED]

SCHEDULE IV

SCHEDULE V

OFF-SHORE ACCOUNTS

[Redacted.]

SCHEDULE V

SCHEDULE VI

OPERATING LEASES

(1) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(2) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

(3) Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC.

(4) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(5) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC.

(6) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(7) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

(8) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(9) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC.

(10) Amended and Restated Operating Lease (Hotel Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

(11) Amended and Restated Operating Lease (Casino Component), dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

SCHEDULE VI – PAGE 1

SCHEDULE VIA

OPERATING LEASE GUARANTY

(1) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(2) Amended and Restated Lease Guaranty Agreement (Harrah’s Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Las Vegas Propco, LLC

(3) Amended and Restated Lease Guaranty Agreement (Harrah’s Atlantic City), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Atlantic City Propco, LLC

(4) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(5) Amended and Restated Lease Guaranty Agreement (Paris Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Paris Las Vegas Propco, LLC

(6) Amended and Restated Lease Guaranty Agreement (Rio Properties (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(7) Amended and Restated Lease Guaranty Agreement (Rio Properties (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Rio Propco, LLC

(8) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(9) Amended and Restated Lease Guaranty Agreement (Flamingo Las Vegas (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Flamingo Las Vegas Propco, LLC

(10) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Hotel)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

(11) Amended and Restated Lease Guaranty Agreement (Harrah’s Laughlin (Casino)), dated as of the date hereof, by Harrah’s Entertainment, Inc., in favor of Harrah’s Laughlin Propco, LLC

SCHEDULE VIA

SCHEDULE VII

PERMITTED FUND MANAGERS

The following entities and their Affiliates:

(a) Apollo Real Estate Advisors

(b) Apollo Management, L.P.

(c) TPG Capital, L.P.

(d) DLJ Real Estate Capital Partners

(e) [omitted]

(f) Capital Trust, Inc.

(g) Archon Capital, L.P.

(h) Whitehall Street Real Estate Fund, L.P.

(i) The Blackstone Group International Ltd.

(j) Colony Capital, Inc.

(k) Praedium Group

(l) J.E. Robert Companies

(m) Fortress Investment Group LLC

(n) Lone Star Opportunity Fund

(o) Clarion Partners

(p) Walton Street Capital, LLC

(q) Starwood Financial Trust

(r) BlackRock, Inc.

SCHEDULE VII

SCHEDULE VIII

ORGANIZATIONAL CHART

[Redacted.]

SCHEDULE VIII

SCHEDULE IX

GAMING LICENSES

[Redacted.]

SCHEDULE IX

SCHEDULE X

RENT ROLL/SPACE LEASES

[Redacted.]

SCHEDULE X

SCHEDULE XI

INTENTIONALLY OMITTED

SCHEDULE XI

SCHEDULE XII

INTENTIONALLY OMITTED

SCHEDULE XII

SCHEDULE XIII

MORTGAGE BORROWER

1. Harrah’s Las Vegas Propco, LLC

2. Harrah’s Atlantic City Propco, LLC

3. Paris Las Vegas Propco, LLC

4. Rio Propco, LLC

5. Flamingo Las Vegas Propco, LLC

6. Harrah’s Laughlin Propco, LLC

SCHEDULE XIII

SCHEDULE XIV

FIRST MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 1, LLC

2. Harrah’s Atlantic City Mezz 1, LLC

3. Paris Las Vegas Mezz 1, LLC

4. Rio Mezz 1, LLC

5. Flamingo Las Vegas Mezz 1, LLC

6. Harrah’s Laughlin Mezz 1, LLC

SCHEDULE XIV

SCHEDULE XV

SECOND MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 2, LLC

2. Harrah’s Atlantic City Mezz 2, LLC

3. Paris Las Vegas Mezz 2, LLC

4. Rio Mezz 2, LLC

5. Flamingo Las Vegas Mezz 2, LLC

6. Harrah’s Laughlin Mezz 2, LLC

SCHEDULE XV

SCHEDULE XVI

THIRD MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 3, LLC

2. Harrah’s Atlantic City Mezz 3, LLC

3. Paris Las Vegas Mezz 3, LLC

4. Rio Mezz 3, LLC

5. Flamingo Las Vegas Mezz 3, LLC

6. Harrah’s Laughlin Mezz 3, LLC

SCHEDULE XVI

SCHEDULE XVII

FOURTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 4, LLC

2. Harrah’s Atlantic City Mezz 4, LLC

3. Paris Las Vegas Mezz 4, LLC

4. Rio Mezz 4, LLC

5. Flamingo Las Vegas Mezz 4, LLC

6. Harrah’s Laughlin Mezz 4, LLC

SCHEDULE XVII

SCHEDULE XVIII

FIFTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 5, LLC

2. Harrah’s Atlantic City Mezz 5, LLC

3. Paris Las Vegas Mezz 5, LLC

4. Rio Mezz 5, LLC

5. Flamingo Las Vegas Mezz 5, LLC

6. Harrah’s Laughlin Mezz 5, LLC

SCHEDULE XVIII

SCHEDULE XIX

SIXTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 6, LLC

2. Harrah’s Atlantic City Mezz 6, LLC

3. Paris Las Vegas Mezz 6, LLC

4. Rio Mezz 6, LLC

5. Flamingo Las Vegas Mezz 6, LLC

6. Harrah’s Laughlin Mezz 6, LLC

SCHEDULE XIX

SCHEDULE XX

SEVENTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 7, LLC

2. Harrah’s Atlantic City Mezz 7, LLC

3. Paris Las Vegas Mezz 7, LLC

4. Rio Mezz 7, LLC

5. Flamingo Las Vegas Mezz 7, LLC

6. Harrah’s Laughlin Mezz 7, LLC

SCHEDULE XX

SCHEDULE XXI

EIGHTH MEZZANINE BORROWER

1. Harrah’s Las Vegas Mezz 8, LLC

2. Harrah’s Atlantic City Mezz 8, LLC

3. Paris Las Vegas Mezz 8, LLC

4. Rio Mezz 8, LLC

5. Flamingo Las Vegas Mezz 8, LLC

6. Harrah’s Laughlin Mezz 8, LLC

SCHEDULE XXI

SCHEDULE XXII

CONVENTION CENTER PARCEL

[Redacted.]

SCHEDULE XXII

SCHEDULE XXIII

EXCEPTION REPORT

None.

SCHEDULE XXIII

SCHEDULE XXIV

LITIGATION

None.

SCHEDULE XXIV

SCHEDULE XXV

DESCRIPTION OF O’SHEA’S

[Redacted.]

SCHEDULE XXV

SCHEDULE XXVI

Mortgage Lenders

[Redacted.]

SCHEDULE XXVI

SCHEDULE XXVII

First Mezzanine Lenders

[Redacted.]

SCHEDULE XXVII

SCHEDULE XXVIII

Second Mezzanine Lenders

[Redacted.]

SCHEDULE XXVIII

SCHEDULE XXIX

Third Mezzanine Lenders

[Redacted.]

SCHEDULE XXIX

SCHEDULE XXX

Fourth Mezzanine Lenders

[Redacted.]

SCHEDULE XXX

SCHEDULE XXXI

Fifth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXI

SCHEDULE XXXII

Sixth Mezzanine Lenders

[Redacted.]

SCHEDULE XXXII

SCHEDULE XXXIII

Seventh Mezzanine Lenders

[Redacted.]

SCHEDULE XXXIII

SCHEDULE XXXIV

DOCUMENTS ASSIGNED TO COLLATERAL AGENT

1. Amended and Restated Pledge and Security Agreement (Ninth Mezzanine Loan), dated as of May 22, 2008, by the Borrower and JPM

2. Amended and Restated Collateral Assignment of Interest Rate Cap Agreement (Ninth Mezzanine Loan), dated as of May 22, 2008, by and among Borrower and JPM

SCHEDULE XXXIV

EXHIBIT A

FORM OF COMPLETION GUARANTY

THIS GUARANTY OF COMPLETION (the “Guaranty”) is executed as of [___________], by [HARRAH’S ENTERTAINMENT, INC., a Delaware corporation, having an address at One Caesars Palace Drive, Las Vegas, Nevada 89109] (whether one or more collectively referred to as “Guarantor”), in favor of GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”) and the other Lenders that may become a party hereto from time to time to the Loan Agreement (as hereinafter defined) (collectively, together with their successors and assigns, and together with Goldman, “Lender” or “Lenders”, as the context may require).

W I T N E S S E T H :

WHEREAS, Lender and the parties identified on the pages of the Loan Agreement (as hereinafter defined) collectively as “Borrower” are executing and delivering that certain Second Amended and Restated Ninth Mezzanine Loan Agreement dated as of August 31, 2010 (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), in connection with a Loan (as defined in the Loan Agreement);

WHEREAS, the Loan is evidenced and/or secured by the Note, the Pledge Agreement and the other Loan Documents (as such terms, together with all other capitalized terms used and not defined herein, are defined in the Loan Agreement);

WHEREAS, Lender is not willing to consent to the performance of a Material Alteration (as defined in the Loan Agreement) unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); [define Material Alteration in question with more specificity] and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from the agreement of Lender to consent to the performance of the Material Alteration.

EXHIBIT A – PAGE 1

NOW, THEREFORE, as an inducement to Lender to approve the performance of the Material Alteration, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

I.

NATURE AND SCOPE OF GUARANTY

Section 1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

Section 1.2 Definitions. As used herein, the following terms shall have the following meanings ascribed to such terms:

(a) the term “Guaranteed Obligations” shall mean the obligations or liabilities of Borrower to Lender under the Loan Agreement (i) to timely complete the [Material Alteration to be described] in accordance with the terms of the Loan Agreement, and in compliance with all applicable Legal Requirements, Permitted Encumbrances and governmental approvals and free and clear of all Liens; (ii) to pay for all hard costs and for all obligations, liabilities, costs and expenses incurred in connection with the completion of such [Material Alterations]; and (iii) to pay for all soft costs incurred in connection with the operation, construction, maintenance and management of such [Material Alteration];

(b) the term “Officer’s Certificate” shall mean, with respect to a Guarantor that is a corporation, partnership, limited liability company or other entity, a certificate delivered to Lender by such Guarantor, which is signed by an authorized senior officer of such Guarantor, by such Guarantor’s managing member or general partner, as applicable, and with respect to a Guarantor that is a natural person, a certificate signed and delivered to Lender by such Guarantor.

Section 1.3. Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Servicer (on behalf of Lender) and shall not be discharged by the assignment or negotiation of all or part of the Note.

Section 1.4. Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

EXHIBIT A – PAGE 2

Section 1.5. Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Servicer (on behalf of Lender), and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Servicer, on behalf of Lender at Servicer’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6. No Duty To Pursue Others. It shall not be necessary for Servicer (on behalf of Lender) (and Guarantor hereby waives any rights which Guarantor may have to require Servicer), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Servicer’s and/or Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Servicer’s and/or Lender’s rights against any other guarantor, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Servicer or the Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Servicer (on behalf of Lender) and the Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7. Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by any Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Collateral Agent, Servicer and/or the Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with any of the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Servicer (on behalf of the Lender) or any Lender or Collateral Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

Section 1.8. Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Servicer on behalf of the Lender, pay Servicer all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Servicer in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

EXHIBIT A – PAGE 3

Section 1.9. Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10. Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11. Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

II.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1. Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between or among (as applicable) Borrower, Collateral Agent, Servicer and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Servicer (on behalf of Lenders) or the Lenders (or Collateral Agent or Servicer on behalf of Lenders) to notify Guarantor of any such action.

Section 2.2. Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender, Collateral Agent or Servicer (on behalf of the Lender) to Borrower or any Guarantor (as defined in the Loan Agreement).

EXHIBIT A – PAGE 4

Section 2.3. Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

Section 2.4. Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the liability comprising the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the liability comprising the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5. Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender (or Servicer on behalf of Lender) will look to other Persons to pay or perform the Guaranteed Obligations.

Section 2.6. Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7. Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

EXHIBIT A – PAGE 5

Section 2.8. Care and Diligence. The failure of Lender (or Servicer or Collateral Agent on behalf of Lender) or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (or Servicer or Collateral Agent on behalf of Lender) (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9. Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10. Offset. Any existing or future right of offset, claim or defense of Borrower against Lender, Collateral Agent, Servicer (on behalf of Lender) or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

Section 2.11. Merger. The reorganization, merger or consolidation of Borrower into or with any other corporation or entity.

Section 2.12. Preference. Any payment by Borrower to Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is held to constitute a preference under bankruptcy laws, or for any reason Lenders (or any of them) or Servicer or Collateral Agent (in either case, on behalf of Lenders) is required to refund such payment or pay such amount to Borrower or someone else.

Section 2.13. Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

EXHIBIT A – PAGE 6

III.

REPRESENTATIONS AND WARRANTIES

To induce Lender to consent to the performance of the Material Alterations, Guarantor represents and warrants to Lender as follows:

Section 3.1. Benefit. Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty.

Section 3.2. Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

Section 3.3. No Representation By Lender. Neither Lender nor any other party (including Servicer) has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

Section 3.4. Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

Section 3.5. Organization. Guarantor has been duly organized and is validly existing and in good standing with the requisite power and authority to own its property and to transact the business in which it is now engaged.

Section 3.6. Proceedings. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty. This Guaranty has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligations of Guarantor enforceable against Guarantor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.7. No Conflicts. The execution, delivery and performance of this Guaranty by Guarantor will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Guarantor pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Guarantor is a party or by which any of Guarantor’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Guarantor or any of Guarantor’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Guarantor of this Guaranty has been obtained and is in full force and effect.

EXHIBIT A – PAGE 7

Section 3.8. Agreements. Guarantor is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Guarantor or Guarantor’s business, properties or assets, operations or condition, financial or otherwise. Guarantor is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which it is bound.

Section 3.9. Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.10. Loan Document Representations and Warranties. Guarantor hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Loan Documents with respect to “Guarantor (Recourse Carveouts),” including those set forth in Article IV of the Loan Agreement, as if the same were set forth fully herein as the representations and warranties made by Guarantor herein

Section 3.11. Survival. All representations and warranties made by Guarantor herein shall survive the execution hereof.

IV.

SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1. Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

EXHIBIT A – PAGE 8

Section 4.2. Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender (or Servicer on behalf of Lender) shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Servicer (on behalf of Lender). Should Lender (or Servicer on behalf of Lender) receive, for application upon the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon payment to Lender (or Servicer on behalf of the Lender) in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender (or Servicer on behalf of the Lender) on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender (or Servicer on behalf of the Lender) had not received dividends or payments upon the Guarantor Claims.

Section 4.3. Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Servicer for the ratable benefit of the Lenders, and Guarantor covenants promptly to pay the same to Servicer for the ratable benefit of the Lenders.

Section 4.4. Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender (or Servicer or Collateral Agent for the benefit of the Lenders) presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (a) exercise or enforce any creditor’s right it may have against Borrower, or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

V.

MISCELLANEOUS

Section 5.1. Waiver. No failure to exercise, and no delay in exercising, on the part of Lender (or Servicer on behalf of the Lender), any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further

EXHIBIT A – PAGE 9

exercise thereof or the exercise of any other right. The rights of Lender and Servicer hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 5.2. Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee on the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

If to Guarantor:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: Chief Financial Officer
	Facsimile No.: (702) 407-6081
with a copy to:	One Caesars Palace Drive
	Las Vegas, Nevada 89109
	Attention: General Counsel
	Facsimile No.: (702) 407-6418
with a copy to:	O’Melveny & Myers LLP
	Times Square Tower
	7 Times Square
	New York, NY 10036
	Attention: Gregory Ezring, Esq.
	Facsimile No.: (212) 326-2061
If to Lenders, to Servicer on behalf of each Lender:
	c/o Bank of America, N.A., as Servicer
	Capital Markets Servicing Group
	900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255
	Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
with a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700
	Charlotte, North Carolina 28202
	Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343

EXHIBIT A – PAGE 10

with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666

Section 5.3. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. Any legal suit, action or proceeding against Lender, Servicer or Guarantor arising out of or relating to this Guaranty may at Lender’s or Servicer’s option be instituted in any Federal or State court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and Guarantor waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any Federal or State court in New York, New York, and agrees that service of process upon said agent at said address and written notice of said service mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding in the State of New York.

Section 5.4. Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 5.5. Amendments. This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

Section 5.6. Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder and provided further, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

EXHIBIT A – PAGE 11

Section 5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 5.8. Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 5.9. Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 5.10. Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender (or Servicer for the benefit of the Lender) hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender (or Servicer for the benefit of the Lender) of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 5.11. Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

Section 5.12. Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER), NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER (OR SERVICER ON BEHALF OF LENDER).

EXHIBIT A – PAGE 12

Section 5.13. Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE PLEDGE AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND SERVICER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Section 5.14. Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

Section 5.15. State Specific Provisions and Waivers.

5.15.1 In the event of any inconsistencies between the other terms and conditions of this Guaranty and this Section 5.15, the terms and conditions of this Section 5.15 shall control and be binding.

5.15.2 With respect to the foregoing provisions contained in this Guaranty, the following shall apply with respect to the State of Nevada:

By executing this Guaranty, Guarantor (A) to the fullest extent permitted by law, waives and relinquishes any defense based on any right of subrogation, reimbursement, contribution or indemnification or any other suretyship defenses it otherwise might or would have under Nevada law or other applicable law (including, to the extent permitted by Nevada Revised Statutes (“NRS”) Section 40.495, any defense or benefit that may be derived from NRS 40.430 and judicial decisions relating thereto, and/or NRS 40.451 et seq., and judicial decisions relating thereto, and/or NRS 40.465 et seq., and judicial decisions relating thereto) and agrees that it will be fully liable under this Guaranty even though Lender (or Servicer or Collateral Agent for the benefit of the Lender) forecloses against any Property as security for the Debt or the Guaranteed Obligations; (B) waives any and all defenses now or hereafter arising or asserted by reason of Guarantor’s rights under NRS 104.3605, Guarantor specifically agreeing that such waiver shall constitute a waiver of discharge under NRS 104.3605(9); and (C) to the fullest extent permitted by law, agrees that such Guarantor will not assert any such defense in any action or proceeding which any of the Noteholders may commence to enforce this Guaranty.

EXHIBIT A – PAGE 13

Section 5.16 References. For the avoidance of doubt, Guarantor acknowledges and agrees that references in this Guaranty to the terms Servicer and Collateral Agent (as applicable) shall in each case include references to the successors and assigns, and the agents and sub-agents, of each of Servicer and Collateral Agent (as applicable).

[NO FURTHER TEXT ON THIS PAGE]

EXHIBIT A – PAGE 14

EXECUTED as of the day and year first above written.

GUARANTOR:
[HARRAH’S ENTERTAINMENT, INC., a Delaware corporation]
By:
	Name:
	Title:

EXHIBIT A – PAGE 15

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to that certain Second Amended and Restated Seventh Mezzanine Loan Agreement dated as of August 31, 2010 among Harrah’s Las Vegas Mezz 9, LLC, Harrah’s Atlantic City Mezz 9, LLC, Rio Mezz 9, LLC, Flamingo Las Vegas Mezz 9, LLC, Harrah’s Laughlin Mezz 9, LLC, and Paris Las Vegas Mezz 9, LLC, collectively, as Borrower, Bank of America, N.A., as collateral agent, and Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch), Goldman Sachs Mortgage Company and each other lender that may become a party thereto from time to time (the same may be amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used in this Assignment and Assumption and not defined herein shall have the meanings set forth in the Loan Agreement.

1. The Assignor identified below hereby sells and assigns, without recourse except as specifically set forth herein, to the Assignee identified below, and the Assignee hereby purchases and assumes, without recourse except as specifically set forth herein, from the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register maintained by Servicer pursuant to the Loan Agreement), Assignor’s interest in the Loan and Assignor’s rights and obligations under the Loan Agreement, the other Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement (such interests, collectively, the “Assigned Interests”). From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Loan Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Agreement.

2. The Assignor (i) warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that the outstanding balance of its interest in the Loan, without giving effect to assignments thereof which have not become effective, is as set forth in this Assignment and Acceptance; (ii) except as set forth in (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Borrower or any of its or their Subsidiaries or the performance or observance by Borrower or any of its or their Subsidiaries of any of its obligations under the Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. [Add additional representations, if applicable]

EXHIBIT C – PAGE 1

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Loan Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms thereof, and (e) agrees that it will be bound by the provisions of the Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

4. This Assignment and Acceptance is being delivered to the Servicer together with, if the Assignee is not a United States Person (as defined in Section 7701(a)(30) of the Code), the forms specified in the Loan Agreement, duly completed and executed by such Assignee.

5. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

6. Date of Assignment:

7. Legal Name of Assignor:

8. Legal Name of Assignee:

9. Assignee’s Address for Notices:

10. Effective Date of Assignment:

11. Percentage Assigned of Applicable Loan:

Loan	Principal Amount Assigned	Percentage Assigned of Applicable Loan (set forth, to at least 8 decimals, as a percentage of the Loan of all Lenders thereunder)
	$		%

[Signature Page Follows]

EXHIBIT C – PAGE 2

The terms set forth above are hereby agreed to:
as Assignor
By:
	Name:
	Title:
as Assignee
By:
	Name:
	Title:

Accepted:
___________________________________,
as Servicer and Register
By:
	Name:
	Title:

EXHIBIT C – PAGE 3

EX-10.11

Exhibit 10.11

NOTE SALES AGREEMENT

THIS NOTE SALES AGREEMENT, dated as of August 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among each undersigned LENDER (as such term is defined in the Mortgage Loan Agreement), each undersigned FIRST MEZZANINE LENDER, SECOND MEZZANINE LENDER, THIRD MEZZANINE LENDER, FOURTH MEZZANINE LENDER, FIFTH MEZZANINE LENDER, SIXTH MEZZANINE LENDER, SEVENTH MEZZANINE LENDER, EIGHTH MEZZANINE LENDER and NINTH MEZZANINE LENDER (in each case, as such terms are defined in the Mortgage Loan Agreement) (individually or collectively as the context requires, together with their respective successors and assigns, the “Mezzanine Lender”), SPECIFIED MEZZANINE LENDER (as such term is hereinafter defined), HARRAH’S ENTERTAINMENT, INC., a Delaware corporation (“HET”), each undersigned MORTGAGE BORROWER (as such term is hereinafter defined), each undersigned MEZZANINE BORROWER (as such term is defined in the Mortgage Loan Agreement) and each undersigned OPERATING COMPANY (as such term is defined in the Mortgage Loan Agreement).

W I T N E S S E T H:

WHEREAS, simultaneously herewith, each Lender and each Mortgage Borrower is executing and delivering that certain Second Amended and Restated Loan Agreement (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”) in connection with the Loan (as defined therein) in the original principal amount of Four Billion and No/100 Dollars ($4,000,000,000);

WHEREAS, simultaneously herewith, each Mezzanine Lender and each Mezzanine Borrower is executing and delivering certain Second Amended and Restated Loan Agreements for each Mezzanine Loan (as defined therein) (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, collectively, the “Mezzanine Loan Agreements”); and

WHEREAS, in connection with the execution and delivery of the Mortgage Loan Agreement and each of the Mezzanine Loan Agreements, each Lender, each Mezzanine Lender, the Specified Mezzanine Lender, each Mortgage Borrower, each Mezzanine Borrower, HET and each Operating Company desire to enter into this Agreement to evidence, inter alia, their agreement with respect to certain required and/or permitted purchases of the Notes and the Mezzanine Notes as more fully specified herein.

NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as well as the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS

Section 1.1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Mortgage Loan Agreement. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Closing Date” shall mean the date of this Agreement.

“Consolidated Entities” shall mean the Mortgage Borrowers, the Mezzanine Borrowers, the Operating Companies and their respective subsidiaries on a consolidated basis.

“Credit Suisse” shall mean Credit Suisse AG, Cayman Islands Branch, and any Affiliate thereof.

“De Minimus Notes” shall mean any Mezzanine Notes with an aggregate outstanding principal balance of $20,000,000 or less.

“ECF Offer End Date” shall mean the date on which the principal amount outstanding under all of the Mezzanine Notes is not greater than $625,000,000 in the aggregate.

“ECF Payment Date” shall mean, with respect to each Excess Cash Flow Period, the first Payment Date occurring after quarterly financial statements are required to be delivered under Section 5.1.11(c) of the Mortgage Loan Agreement with respect to each such Excess Cash Flow Period.

“Excess Cash Flow” shall mean, with respect to each Excess Cash Flow Period, the Excess Cash Flow (as defined in the Mortgage Loan Agreement) of the Consolidated Entities for such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean each fiscal quarter of the Consolidated Entities; provided that, the first Excess Cash Flow Period hereunder will be the period from the Closing Date to the end of the fiscal quarter in which the Closing Date occurs (and Excess Cash Flow will be measured for such first Excess Cash Flow Period by measuring the amount of Excess Cash Flow for the full quarter ending on the last day of such period and prorating such amount over the number of days in such period).

“First Option Noteholders” shall mean, collectively, at any time, (i) the holders of the First Option Notes, in their capacity as holders of First Option Notes or (ii) with respect to First Option Notes that have been purchased in connection with the Upfront Purchase, Subsequent Upfront Purchases or Optional Note Purchases completed prior to the date hereof, the parties described on Exhibit J hereto with respect to such notes.

“First Option Notes” shall mean, collectively, the Mezzanine Notes set forth on Exhibit J hereto.

“German American” shall mean German American Capital Corporation, together with its successors and assigns.

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“Harrah’s Parties” shall mean, collectively, the Mortgage Borrowers, the Mezzanine Borrowers and the Operating Companies.

“Information Summary” shall mean the Information Summary schedule delivered to the Servicer on the date hereof in connection with the execution and delivery of this Agreement.

“Junior Mezzanine Loans” shall mean, collectively, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan.

“Junior Mezzanine Notes” shall mean, collectively, all unpaid Mezzanine Notes evidencing in whole or in part any Junior Mezzanine Loan other than Mezzanine Notes that are designated as Specified Mezzanine Notes in this Agreement.

“Material Information” shall mean the occurrence of any material effect, or any event or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material effect (in each case whether positive or negative), on (a) the business, property, operations, condition, liabilities (contingent or otherwise) or prospects of HET and its subsidiaries, taken as a whole, (b) the ability of any Mortgage Borrower or any Mezzanine Borrower or any subsidiaries of any of the foregoing to perform its obligations under any Loan Document or any Mezzanine Loan Document or (c) the rights or remedies available to any Lender or any Mezzanine Lender under any Loan Document or Mezzanine Loan Document.

“Mortgage Borrowers” shall mean, collectively, Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Paris Las Vegas Propco, LLC and Harrah’s Laughlin Propco, LLC, each a Delaware limited liability company, together with each such Person’s successors and permitted assigns.

“Participant” shall mean Blackstone Special Funding (Ireland), together with its successors and assigns.

“Purchase and Sale Agreement” shall mean a purchase and sale agreement in the form attached hereto as Exhibit D.

“Remaining Cash Flow” shall mean, in respect of each Excess Cash Flow Period, the amount of Excess Cash Flow remaining after deducting therefrom the amount of Excess Cash Flow that is applied (directly or indirectly) with respect to such Excess Cash Flow Period to consummate purchases of Junior Mezzanine Notes, Specified Mezzanine Notes and Senior Mezzanine Notes pursuant to ECF Purchase Offers that were made relating to such Excess Cash Flow Period or in prior Excess Cash Flow Periods and are still outstanding.

“Requisite Lenders” shall have the meaning set forth in the Mortgage Loan Agreement.

“Rio Leverage Event” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Second Option Noteholders” shall mean, collectively, at any time, (i) the holders of the Second Option Notes, in their capacity as holders of Second Option Notes or (ii) with respect to Second Option Notes that have been purchased in connection with the Upfront Purchase, Subsequent Upfront Purchases or Optional Note Purchase completed before the date hereof, the parties described on Exhibit K hereto, with respect to such notes.

“Second Option Notes” shall mean, collectively, the Mezzanine Notes set forth on Exhibit K hereto.

“Senior Mezzanine Loans” shall mean, collectively, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan.

“Senior Mezzanine Notes” shall mean, collectively, all unpaid Mezzanine Notes evidencing in whole or in part any Senior Mezzanine Loan other than Mezzanine Notes that are designated as Specified Mezzanine Notes in this Agreement.

“Servicer” shall have the meaning ascribed thereto in the Mortgage Loan Agreement.

“Special Senior Mezzanine Purchase Period” shall mean each Excess Cash Flow Period, if any, commencing after (a) payment in full of all Specified Mezzanine Notes and (b) such time as the aggregate outstanding principal balance of the Junior Mezzanine Notes is equal to or less than $200,000,000 or, for any Excess Cash Flow Period, will be less than $200,000,000 during such Excess Cash Flow Period based on accepted offers to purchase Junior Mezzanine Notes and the amount of available Excess Cash Flow in such Excess Cash Flow Period, and continuing until the earlier to occur of (x) such time, if any, as no Junior Mezzanine Notes remain outstanding or (y) the occurrence of the ECF Offer End Date.

“Specified Mezzanine Notes” shall mean, collectively, the First Mezzanine Notes, the Second Mezzanine Notes, the Third Mezzanine Notes, the Fourth Mezzanine Notes and the Fifth Mezzanine Notes, in each case held as of the date hereof by Participant, and set forth on Exhibit C hereto. Notwithstanding the foregoing, if any Specified Mezzanine Note becomes a DPO Mezzanine Loan hereunder, such Specified Mezzanine Note shall automatically cease to be a Specified Mezzanine Note hereunder.

“Specified Mezzanine Lender” shall mean, at any time, a holder of the Specified Mezzanine Notes (in its capacity as such), solely for such time as such holder holds Specified Mezzanine Notes and Specified Mezzanine Notes are outstanding. The Specified Mezzanine Lender on the date hereof is Participant.

“Trigger Date” shall have the meaning set forth in the Mortgage Loan Agreement.

Section 1.2. Other Interpretive Provisions. With reference to this Agreement, unless otherwise specified herein:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include

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the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) except as otherwise provided, any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used herein shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(b) In the computation of periods of time from a specified date to a later specified date, except as otherwise provided the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 1.3. The Servicer. Each Lender, Specified Mezzanine Lender and each Mezzanine Lender have engaged the Servicer to administer the Loan and each of the Mezzanine Loans. The parties to this Agreement hereby agree and acknowledge that, except as set forth in Section 5.1 of this Agreement in connection with the payment of the purchase price for Optional Note Purchases, all payments to be made by any of the Harrah’s Parties pursuant to this Agreement in connection with the purchase of Mezzanine Notes shall be paid in immediately available funds by such Harrah’s Parties to Servicer. Payment from Servicer to any Lender, Specified Mezzanine Lender or Mezzanine Lender of amounts due and owing to any such party pursuant to the terms of this Agreement shall be made in accordance with the terms of the Servicing Agreement. Nothing herein shall be construed to prevent, restrict or prohibit Lender or Mezzanine Lender from replacing Servicer and/or retaining different Servicers from time to time as they shall determine amongst themselves in accordance with the terms of the Loan Documents, the Co-Lender Agreement, that certain Interim Servicing Agreement dated as of January 28, 2008 (as amended through the date hereof) and the Intercreditor Agreement.

II. UPFRONT PURCHASES; SUBSEQUENT UPFRONT PURCHASES

Section 2.1. Upfront Purchases. Prior to the date hereof, HET purchased the Mezzanine Notes set forth on Exhibit A to the Information Summary (such purchases, the “Upfront Purchases”). The parties hereto confirm that the purchase price for such Upfront Purchases was thirty cents ($0.30) per each one dollar ($1.00) of principal amount of each applicable Mezzanine Note sold, paid or payable as follows: (a) twenty-five cents ($0.25) per each one dollar ($1.00) of principal was paid by HET in immediately available funds at the closing of each such Upfront Purchase and (b) the remaining five cents ($0.05) per each one

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dollar ($1.00) of principal amount of such Mezzanine Notes sold (the “Upfront Deferred Purchase Price”) is to be paid by the applicable Mezzanine Borrower that is the obligor under each Mezzanine Note that was purchased as a part of the Upfront Purchases utilizing (directly or indirectly) Excess Cash Flow commencing on the Closing Date, subject to and in accordance with the terms and conditions of Section 2.3 of this Agreement. In connection with the payment of the Upfront Deferred Purchase Price, the Harrah’s Parties shall cause the funds required to consummate each such payment to be contributed to and/or paid as a dividend to, each applicable Mezzanine Borrower, and all such contributions and dividends shall be evidenced in the books and records of the Harrah’s Parties, as applicable.

Section 2.2. Subsequent Upfront Purchases. On the Closing Date, the Harrah’s Parties shall cause the Mezzanine Borrower that is the obligor under the Seventh Mezzanine Note, the Eighth Mezzanine Note or the Ninth Mezzanine Note, as applicable, held by German American on the date hereof, as set forth on Exhibit B to the Information Summary, to purchase such Mezzanine Note (each such purchase, a “Subsequent Upfront Purchase”). Each Subsequent Upfront Purchase shall be made pursuant to and in accordance with a Purchase and Sale Agreement. The purchase price for each Subsequent Upfront Purchase shall be thirty cents ($0.30) for each one dollar ($1.00) of principal amount of such Mezzanine Notes sold, payable as follows: (a) twenty-five cents ($0.25) per each one dollar ($1.00) of principal shall be paid in immediately available funds on the Closing Date, and (b) the remaining five cents ($0.05) per each one dollar ($1.00) of principal amount of Mezzanine Notes sold (the “Subsequent Deferred Purchase Price”, and together with the Upfront Deferred Purchase Price, collectively, the “Deferred Purchase Price”), shall be paid by the applicable Mezzanine Borrower utilizing (directly or indirectly) Excess Cash Flow commencing on the Closing Date, subject to and in accordance with the provisions of Section 2.3 of this Agreement. Accrued and unpaid interest on any Mezzanine Note purchased in connection with a Subsequent Upfront Purchase shall be paid in the manner specified in the Purchase and Sale Agreement. In connection with each Subsequent Upfront Purchase and the payment of the Subsequent Deferred Purchase Price, the Harrah’s Parties shall cause the funds required to consummate each such purchase and payment to be contributed to and/or paid as a dividend to, each applicable Mezzanine Borrower, and all such contributions and dividends shall be evidenced in the books and records of the Harrah’s Parties, as applicable.

Section 2.3. Payments of the Deferred Purchase Price. The Harrah’s Parties shall cause one hundred percent (100%) (or such lesser percentage of Excess Cash Flow as required to pay the Deferred Purchase Price in full) of Excess Cash Flow for each Excess Cash Flow Period to be applied by the applicable Mezzanine Borrowers to make payments of the Deferred Purchase Price to each entitled Mezzanine Lender. Each such payment shall be payable to each Mezzanine Lender to which a portion of the Deferred Purchase Price is due and owing for each such Excess Cash Flow Period on a pro rata and pari pasu basis, based on the respective aggregate principal amount of the Mezzanine Notes sold by each such Mezzanine Lender in connection with the Upfront Purchases or the Subsequent Upfront Purchases. The Harrah’s Parties shall cause each such payment to be made to each entitled Mezzanine Lender until such time as the Deferred Purchase Price owed to each such Mezzanine Lender has been paid in full. Following the date on which the Deferred Purchase Price owed to each Mezzanine Lender is paid in full, the Harrah’s Parties shall cause Excess Cash Flow to be applied by the Mezzanine Borrowers to make ECF Purchase Offers pursuant to Article III of this Agreement. If

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the Deferred Purchase Price is not paid in full out of Excess Cash Flow on or prior to December 31, 2010, the Harrah’s Parties shall cause to be paid to each Mezzanine Lender on or prior to such date the outstanding amount of the Deferred Purchase Price owed to such Mezzanine Lender as of such date (the aggregate amount of such payment to all Mezzanine Lenders, the “Pre-Funded Deferred Purchase Price”).

Section 2.4. Cancellation of Mezzanine Notes Purchased in Connection with Subsequent Upfront Purchases. Simultaneously herewith, the Mezzanine Notes tendered in connection with the Subsequent Upfront Purchase are being cancelled and shall be of no further force or effect.

Section 2.5. Cancellation of Notes, Generally. The outstanding debt evidenced by each Note purchased pursuant to this Agreement shall be extinguished immediately upon such purchase and payment in full of the purchase price therefor, and each Note that is purchased hereunder (whether under an Optional Note Purchase, an ECF Purchase or otherwise) shall be cancelled and discharged. Notwithstanding any provision of the Loan Documents or the Mezzanine Loan Documents to the contrary, each payment of such purchase price to a selling Lender or Mezzanine Lender may be retained by such Lender or Mezzanine Lender for its own account free and clear of any claims of any other Lender or Mezzanine Lender.

Section 2.6. Quarterly Reporting. Servicer will furnish, or cause to be furnished, to each Mezzanine Lender and each Mortgage Lender (a) on or before thirty (30) days after each ECF Closing Date statements setting forth (i) each outstanding Mezzanine Note and the principal balance of each such Mezzanine Note as of such ECF Closing Date, (ii) all payments of the Deferred Purchase Price, (iii) each purchase of a Mezzanine Note made pursuant to an ECF Purchase Offer in respect of such ECF Closing Date, (iv) the unpaid principal amount of any Mezzanine Note for which an ECF Purchase Offer has been accepted, but which has not yet been purchased in whole pursuant to the terms of this Agreement and (b) within thirty (30) days after (1) the occurrence of a sale of the Rio Las Vegas, (2) the release of the Post-Closing Reserve Amount (as defined in the Mortgage Loan Agreement) and (3) each Optional Note Purchase, as applicable (i) all offers and purchases of Mezzanine Notes made in connection with the application pursuant to this Agreement of Rio Proceeds (including from the Post-Closing Reserve Amount) and (ii) each purchase of a Mezzanine Note made pursuant to an Optional Note Purchase. The Harrah’s Parties and each Mezzanine Lender shall provide any information reasonably requested by Servicer in connection with the preparation of the foregoing reports and Servicer’s obligations pursuant to this Section 2.6 shall be subject in all respects to the timely receipt of such information from the Harrah’s Parties and the Mezzanine Lenders.

III. ECF PURCHASES

Section 3.1. General. Commencing on the first ECF Payment Date on or after the date the Deferred Purchase Price owed to each Mezzanine Lender is paid in full (such ECF Payment Date, the “ECF Offer Commencement Date”), and on each ECF Payment Date thereafter until the ECF Offer End Date (each such date, an “ECF Offer Date”), each applicable Mezzanine Borrower shall, to the extent that Excess Cash Flow is positive for the Excess Cash Flow Period to which such ECF Payment Date relates, make offers to purchase (and shall purchase, to the extent such offers are accepted) (i) the Specified Mezzanine Notes, (ii) all

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unpaid Junior Mezzanine Notes and (iii) all unpaid Senior Mezzanine Notes (each such quarterly purchase of any Junior Mezzanine Notes, any Specified Mezzanine Notes and/or any Senior Mezzanine Notes is referred to herein as an “ECF Purchase”), in each case in accordance with the terms and conditions of this Agreement (including the purchase priorities set forth in this Article III). Each ECF Purchase shall be made by the Mezzanine Borrower that is the obligor under the applicable Mezzanine Note being purchased. In connection with each ECF Purchase, the Harrah’s Parties shall cause the funds required to consummate each such ECF Purchase to be contributed to and/or paid as a dividend to, each applicable Mezzanine Borrower, and all such contributions and dividends shall be evidenced in the books and records of the Harrah’s Parties, as applicable.

Section 3.2. ECF Purchase Offers.

(a) On or before each ECF Offer Date (commencing on the ECF Offer Commencement Date and continuing through the ECF Offer End Date), the Harrah’s Parties shall cause to be delivered to each Mezzanine Lender that on such date is a holder, in whole or in part, of any Specified Mezzanine Note, any Junior Mezzanine Note or, at such time as any of the Harrah’s Parties are required to make offers to purchase Senior Mezzanine Notes pursuant to Section 3.5 of this Agreement, any Senior Mezzanine Notes, a separate written offer to purchase (each such written notice, an “ECF Purchase Offer”) each applicable Mezzanine Note, in whole or in part, to the extent required pursuant to the terms and conditions of this Article III. Each ECF Purchase Offer shall be delivered to each applicable Mezzanine Lender in accordance with the notice provisions set forth on Exhibit E to this Agreement.

(b) Each ECF Purchase Offer shall set forth (i) the Mezzanine Note or portion of a Mezzanine Note requested to be purchased pursuant to such ECF Purchase Offer (i.e. whether such Mezzanine Note offered to be purchased is a Specified Mezzanine Note, a Junior Mezzanine Note or a Senior Mezzanine Note), (ii) the purchase price offered for such Mezzanine Note or portion of a Mezzanine Note (which purchase price shall be calculated in accordance with the provisions of this Agreement) and (iii) the date for the closing of the proposed purchase (each such date, an “ECF Closing Date”), which closing date shall be no more than fifteen (15) Business Days after the Required Response Date (as hereinafter defined). Each ECF Purchase that is required to be made with respect to an ECF Purchase Offer shall be closed on the applicable ECF Closing Date.

(c) Specified Mezzanine Lender hereby agrees and acknowledges that it shall be required, and is hereby deemed, to accept each ECF Purchase Offer made for a Specified Mezzanine Note on or before the Specified Payment Date (as hereinafter defined), provided that any such ECF Purchase Offer is made in compliance with the terms of this Agreement, which requirement that such ECF Purchase Offer for the Specified Mezzanine Notes must be made in compliance with the terms of this Agreement may be waived in writing solely by Specified Mezzanine Lender. The Harrah’s Parties shall deliver (or cause to be delivered) to the Specified Mezzanine Lender two (2) counterpart original Purchase and Sale Agreements executed by HET and the applicable Mezzanine Borrower with each ECF Purchase Offer. Each Specified Mezzanine Lender hereby covenants that it shall execute and return to each purchasing Mezzanine Borrower a counterpart original Purchase and Sale Agreement for each such ECF Purchase Offer for a Specified Mezzanine Note on or before the date that is ten (10) Business Days after the applicable ECF Offer Date (the “Required Response Date”) in accordance with the notice provisions set forth on Exhibit E to this Agreement.

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(d) The parties to this Agreement hereby agree and acknowledge that each Mezzanine Lender receiving an ECF Purchase Offer made for a Junior Mezzanine Note or a Senior Mezzanine Note (but not, for the avoidance of doubt, a Specified Mezzanine Note as it relates to ECF Purchase Offers effectuated in accordance with the terms of this Agreement) may accept or decline such ECF Purchase Offer for all or any portion of such Junior Mezzanine Note or Senior Mezzanine Note, as applicable, in such Mezzanine Lender’s sole and absolute discretion. No rejection of an ECF Purchase Offer hereunder shall in any way limit or otherwise affect any Mezzanine Lender’s rights hereunder to receive and accept or reject additional ECF Purchase Offers in subsequent quarters in accordance with the terms of this Agreement or limit any party’s right to receive payments with respect to the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement. If any such Mezzanine Lender wishes to accept any such ECF Purchase Offer, such Mezzanine Lender shall on or before the Required Response Date deliver to the applicable Mezzanine Borrower a written acceptance of any such ECF Purchase Offer for all or any portion of the applicable Junior Mezzanine Loan or Senior Mezzanine Loan of such Mezzanine Lender. Such written acceptance shall be delivered in accordance with the notice provisions set forth on Exhibit E to this Agreement. Any failure by any such Mezzanine Lender to respond to any ECF Purchase Offer on or before the Required Response Date shall be deemed to be a rejection of such ECF Purchase Offer.

Section 3.3. Purchase of the Specified Mezzanine Notes.

(a) Beginning on the ECF Offer Commencement Date and continuing until such time as all Specified Mezzanine Notes have been purchased or repaid in full, the Harrah’s Parties shall cause fifty percent (50%) of Excess Cash Flow for each Excess Cash Flow Period to be utilized to consummate purchases of Specified Mezzanine Notes pursuant to ECF Purchase Offers, in each case in accordance with the terms of this Agreement. All ECF Purchase Offers for, and all related purchases of, the Specified Mezzanine Notes shall, in each case, be made in reverse sequential order. All purchases of Specified Mezzanine Notes shall be made pursuant to and in accordance with Purchase and Sale Agreements. The purchase price for each Specified Mezzanine Note shall be fifty cents ($0.50) for each one dollar ($1.00) of principal amount of such Specified Mezzanine Note; provided, that such purchase shall be for the full outstanding principal balance of each such unpaid Specified Mezzanine Note following the Specified Payment Date. Accrued and unpaid interest on any such purchased Specified Mezzanine Note shall be payable to the Specified Mezzanine Lender in the manner specified in the Purchase and Sale Agreement.

(b) The Harrah’s Parties shall cause all of the Specified Mezzanine Notes to be purchased or repaid in full on or prior to December 31, 2010 (the “Specified Payment Date”). Notwithstanding any other provision to the contrary contained in any Loan Document or any Mezzanine Loan Document, on or prior to the Specified Payment Date the Specified Mezzanine Notes may be purchased or repaid on a non-pro rata basis ahead of the Mortgage Note or the other Mezzanine Notes as contemplated in this Agreement. The parties hereto acknowledge and agree that if all Specified Mezzanine Notes are not purchased or repaid on or prior to the Specified Payment Date other than due to a failure by Specified Mezzanine Lender to

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accept payment for such Specified Mezzanine Notes, (i) it shall constitute an Event of Default under each applicable Mezzanine Loan for which any such Specified Mezzanine Notes remain outstanding following the Specified Payment Date (as well as under any Mezzanine Loans which are junior to any such Mezzanine Loan(s)), (ii) any such Event of Default is waivable only by the Specified Mezzanine Lender of such Specified Mezzanine Note outstanding at such time and (iii) such Specified Mezzanine Lender shall have the independent right (without the consent of any Lender or any Mezzanine Lender, any servicer or administrator) to issue a notice of Event of Default (under the applicable Specified Mezzanine Loans). Any such notice of default shall simultaneously be sent to each party hereto (in addition to each Borrower under each applicable Specified Mezzanine Loan). Notwithstanding the foregoing, if any Specified Mezzanine Note is repaid but remains outstanding on or after the Specified Payment Date as a result of the provisions of Article VI and such Specified Mezzanine Note becoming a DPO Mezzanine Loan thereunder, such Specified Mezzanine Note shall be deemed to be repaid in full for all purposes of this Agreement and the other Loan Documents and such Specified Mezzanine Note shall cease to be a Specified Mezzanine Note hereunder.

(c) It is understood and agreed that notwithstanding anything to the contrary contained herein or in any Loan Document, Mezzanine Loan Document, Intercreditor Agreement, any Co-Lender Agreement or any other agreement or instrument entered into by any one or more of the Mortgage Lender and the Mezzanine Lender in connection with the Loan or any Mezzanine Loan, so long as any Specified Mezzanine Note remains outstanding, no Lender or Mezzanine Lender shall be entitled to:

(i) amend, modify or supplement any provisions of any Loan Document or any Mezzanine Loan Document in a manner that would directly delay, reduce or waive the right of the Specified Mezzanine Lender to have all Specified Mezzanine Notes repaid or purchased on or prior to the Specified Payment Date;

(ii) extend the maturity date of any Mezzanine Loan that is evidenced by a Specified Mezzanine Note or any other Mezzanine Loan if all Specified Mezzanine Notes have not been purchased or repaid in accordance with this Agreement on or prior to the Specified Payment Date; or

(iii) reduce the interest rate payable under any Specified Mezzanine Note or any other amount payable to the Specified Mezzanine Lender in respect of the Specified Mezzanine Notes,

without, in each case, the prior written consent of the Specified Mezzanine Lender with respect to each such Specified Mezzanine Note. The Specified Mezzanine Lender agrees and acknowledges that, except as expressly set forth in this Section 3.3, the provisions of this Section 3.3 shall not and do not grant to Specified Mezzanine Lender any additional or greater voting rights with respect to any other matter under any Loan Document, any Mezzanine Loan Document, the Intercreditor Agreement, any Co-Lender Agreement or any other agreement or instrument entered into by any one or more of the Mortgage Lender and the Mezzanine Lender in connection with the Loan or any Mezzanine Loan.

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(d) Notwithstanding the foregoing provisions of this Section 3.3 or any other provision of this Agreement or the other Loan Documents to the contrary, so long as 50% of the aggregate principal amount of the Specified Mezzanine Notes outstanding on the date hereof shall have been purchased or repaid on or prior to the Specified Payment Date, the Harrah’s Parties may, on or prior to March 31, 2011, without the consent of the Specified Mezzanine Lender or any other party, cure any Event of Default arising in connection with a failure to purchase any one or more Specified Mezzanine Notes on or before the Specified Payment Date by tendering to Specified Mezzanine Lender payment of the then full outstanding principal balance of each such unpaid Specified Mezzanine Note (together with any accrued and unpaid interest). Specified Mezzanine Lender hereby agrees and acknowledges that it shall be required, and is hereby deemed, so long as 50% of the aggregate principal amount of the Specified Mezzanine Notes outstanding on the date hereof shall have been purchased or repaid on or prior to the Specified Payment Date, to accept such payment of each Specified Mezzanine Note made after the Specified Payment Date and on or prior to March 31, 2011, and that payment in full of any such Specified Mezzanine Note (together with any accrued and unpaid interest) on or prior to such date shall constitute, without further action by any other party, a cure of any Event of Default arising solely in connection with a failure to purchase all of the Specified Mezzanine Notes on or before the Specified Payment Date.

(e) Notwithstanding anything to the contrary contained herein, in no event shall the Specified Mezzanine Lender be required to accept a repayment of the Specified Mezzanine Notes following March 31, 2011.

Section 3.4. Purchase of the Junior Mezzanine Notes.

(a) Beginning on the ECF Offer Commencement Date and continuing until the earlier to occur of (i) the date on which all Junior Mezzanine Notes have been purchased in accordance with the terms of this Agreement and (ii) the ECF Offer End Date, the Harrah’s Parties shall cause fifty percent (50%) of Excess Cash Flow for each Excess Cash Flow Period to be applied to make payments required under accepted ECF Purchase Offers for Junior Mezzanine Notes. At any time that no Specified Mezzanine Notes remain outstanding and any Junior Mezzanine Notes remain outstanding, the Harrah’s Parties shall cause one hundred percent (100%) of Excess Cash Flow for each Excess Cash Flow Period to be made available in connection with ECF Purchase Offers for Junior Mezzanine Notes. The purchase price for each Junior Mezzanine Note or portion of a Junior Mezzanine Note shall be thirty cents ($0.30) for each one dollar ($1.00) of principal amount of such Junior Mezzanine Note to be purchased. All purchases of Junior Mezzanine Notes shall be made pursuant to and in accordance with Purchase and Sale Agreements. Accrued and unpaid interest on any purchased Junior Mezzanine Note shall be payable to each selling Mezzanine Lender in the manner specified in the Purchase and Sale Agreement.

(b) On each ECF Offer Date, the Harrah’s Parties shall cause the Mezzanine Borrowers to make ECF Purchase Offers for all then outstanding Junior Mezzanine Notes in accordance with the terms of this Agreement to the extent that Excess Cash Flow is positive for the then most recently ended Excess Cash Flow Period. After the Required Response Date with respect to each such ECF Purchase Offer, the Harrah’s Parties and Servicer shall determine which Junior Mezzanine Lenders have accepted each applicable ECF Purchase Offer with

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respect to all or any portion of such Junior Mezzanine Lender’s Junior Mezzanine Notes. All Excess Cash Flow required to be utilized (directly or indirectly) to purchase Junior Mezzanine Notes shall be allocated on a pro rata and pari pasu basis to such Junior Mezzanine Notes based on the respective aggregate principal amount of the Junior Mezzanine Notes tendered by each such accepting Mezzanine Lender (in reverse sequential order beginning with the Ninth Mezzanine Loan). Within five (5) Business Days after the Required Response Date, the Harrah’s Parties shall cause written notices to be delivered in accordance with the notice provisions set forth on Exhibit E to each such accepting Mezzanine Lender setting forth the pro rata portion of the applicable Junior Mezzanine Note that will be purchased and the purchase price for such portion, as determined pursuant to the immediately foregoing sentence, together with two (2) executed original counterparts of a Purchase and Sale Agreement evidencing the terms of the applicable purchase. Purchases of Junior Mezzanine Notes shall be closed on the applicable ECF Closing Date in accordance with Section 3.2 of this Agreement.

(c) To the extent any ECF Purchase Offer to purchase Junior Mezzanine Notes is oversubscribed, any Junior Mezzanine Note not purchased in whole pursuant to the terms of the applicable ECF Purchase Offer as a result of such oversubscription shall be purchased on the same terms on the next ECF Closing Date (and, if necessary to consummate the purchase of the portion thereof that was not purchased as a result of such oversubscription, on each subsequent ECF Closing Date), to the extent that Excess Cash Flow for the relevant Excess Cash Flow Period is positive and required to be utilized (directly or indirectly) to purchase Junior Mezzanine Notes, until all such purchases are consummated. Excess Cash Flow in each subsequent Excess Cash Flow Period prior to the occurrence of the Trigger Date shall be utilized by the Harrah’s Parties in the following order of priority (i) first, to consummate any such pending purchases of Junior Mezzanine Notes and (ii) second, to consummate additional ECF Purchase Offers for Junior Mezzanine Notes accepted in respect of such Excess Cash Flow Period. The provisions of this Section 3.4(c) shall not in any way limit or otherwise impact the obligation of the Harrah’s Parties to cause Excess Cash Flow to be utilized to purchase (i) Specified Mezzanine Notes in accordance with Section 3.3(a) or (ii) Senior Mezzanine Notes in accordance with Section 3.5.

(d) Notwithstanding the foregoing Section 3.4(c), to the extent any Junior Mezzanine Note (or any portion thereof) for which an ECF Purchase Offer has been accepted by a Junior Mezzanine Lender has not been purchased in whole on or before the second ECF Closing Date to occur after the ECF Closing Date on which was made the first partial payment of the purchase price in connection with such ECF Purchase Offer, each applicable Junior Mezzanine Lender shall have the right upon written notice to the applicable Mezzanine Borrower and Servicer to terminate any such acceptance of such ECF Purchase Offer as to any portion of such remaining Junior Mezzanine Note that has not been purchased by such date.

Section 3.5. Purchase of Senior Mezzanine Notes.

(a) Beginning at such time, if any, as (i) no Specified Mezzanine Notes remain outstanding and (ii) either (A) no Junior Mezzanine Notes remain outstanding or (B) a Special Senior Mezzanine Purchase Period is in effect, and continuing until the ECF Offer End Date, the Harrah’s Parties shall utilize Excess Cash Flow to make ECF Purchase Offers for Senior Mezzanine Notes in an amount equal to either (i) if no Junior Mezzanine Loans are

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outstanding, one hundred percent (100%) of Excess Cash Flow for each Excess Cash Flow Period or (ii) if during a Special Senior Mezzanine Purchase Period, the amount of Excess Cash Flow, if any, remaining after all ECF Purchase Offers for Junior Mezzanine Loans have been made in accordance with Section 3.4 of this Agreement and sufficient Excess Cash Flow has been allocated by the Harrah’s Parties to pay the required purchase price for any accepted ECF Purchase Offers for Junior Mezzanine Loans in respect of such Excess Cash Flow Period. The purchase price for each such Senior Mezzanine Note shall be fifty cents ($0.50) for each one dollar ($1.00) of principal amount thereof. Accrued and unpaid interest on any purchased Senior Mezzanine Note shall be payable to the applicable Mezzanine Lender in the manner specified in the Purchase and Sale Agreement.

(b) For each applicable fiscal quarter in which Excess Cash Flow is available for the purchase of Senior Mezzanine Notes in accordance with the provisions of this Agreement prior to the ECF Offer End Date, the Harrah’s Parties shall make ECF Purchase Offers in accordance with the terms of this Agreement for all then outstanding Senior Mezzanine Notes. Notwithstanding the foregoing, with respect to all ECF Purchase Offers to be made for Senior Mezzanine Notes during a Special Senior Mezzanine Purchase Period, if any Mezzanine Noteholder that is a holder of one or more Junior Mezzanine Notes has declined an ECF Purchase Offer for any of such Junior Mezzanine Notes during an Excess Cash Flow Period (each such Mezzanine Lender, a “Prohibited Mezzanine Lender”), such Prohibited Mezzanine Lender and its Affiliates shall not be entitled to accept ECF Purchase Offers for any Senior Mezzanine Notes held by such Prohibited Mezzanine Lender or its Affiliates for such Excess Cash Flow Period (and any such purported acceptance shall be disregarded), unless the Junior Mezzanine Note held by such Prohibited Mezzanine Lender and its Affiliates is a De Minimus Note. The parties to this Agreement hereby agree and acknowledge that the foregoing restriction on a Prohibited Mezzanine Lender’s and its Affiliates’ ability to accept ECF Purchase Offers during any particular Special Senior Mezzanine Purchase Period shall not limit or otherwise impact the ability of any third-party assignee (that is not a Prohibited Mezzanine Lender or Affiliate thereof) of all or any part of a Senior Mezzanine Note formerly held by such Prohibited Mezzanine Lender or its Affiliates to receive and, in its sole discretion, accept such ECF Purchase Offers during any Special Senior Mezzanine Purchase Period. The parties further agree and acknowledge that the foregoing restrictions relating to Prohibited Mezzanine Lenders receiving, and in their sole discretion accepting, ECF Purchase Offers for Senior Mezzanine Notes during any Special Senior Mezzanine Purchase Period shall not be applicable to Credit Suisse with respect to any Senior Mezzanine Note held by Credit Suisse as of the date hereof. After the Required Response Date with respect to each such ECF Purchase Offer, the Harrah’s Parties and Servicer shall determine which ECF Purchase Offers for Senior Mezzanine Notes were accepted by Mezzanine Lender with respect to all or any portion of such Mezzanine Lender’s Senior Mezzanine Notes, and all Excess Cash Flow required to be utilized (directly or indirectly) to purchase Senior Mezzanine Notes shall be allocated on a pro rata and pari pasu basis to such Senior Mezzanine Notes based on the respective aggregate principal amount of the Senior Mezzanine Notes tendered by each such accepting Mezzanine Lender (in reverse sequential order beginning with the Fourth Mezzanine Loan). Within five (5) Business Days after the Required Response Date, the Harrah’s Parties shall cause written notices to be delivered in accordance with the notice provisions set forth on Exhibit E to each such accepting Mezzanine Lender setting forth the pro rata portion of the applicable Senior Mezzanine Note that will be purchased and the purchase price for such portion, as determined pursuant to the immediately

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foregoing sentence, together with two (2) executed original counterparts of a Purchase and Sale Agreement evidencing the terms of the applicable purchase. Purchases of Senior Mezzanine Notes shall be closed on the applicable ECF Closing Date in accordance with Section 3.2 of this Agreement.

(c) To the extent any ECF Purchase Offer to purchase Senior Mezzanine Notes is oversubscribed, any Senior Mezzanine Note not purchased in whole pursuant to the terms of the applicable ECF Purchase Offer as a result of such oversubscription shall be purchased on the same terms on the next ECF Closing Date (and, if necessary to consummate the purchase of the portion thereof that was not purchased as a result of such oversubscription, on each subsequent ECF Closing Date), to the extent that Excess Cash Flow for the relevant Excess Cash Flow Period is positive and required to be utilized (directly or indirectly) to purchase Senior Mezzanine Notes, until all such purchases are consummated. Excess Cash Flow in each subsequent Excess Cash Flow Period prior to the ECF Offer End Date shall be utilized by the Harrah’s Parties in the following order of priority (i) first, to consummate any such pending purchases of Senior Mezzanine Notes and (ii) second, to consummate additional ECF Purchase Offers for Senior Mezzanine Notes accepted in respect of such Excess Cash Flow Period. Notwithstanding the foregoing, if a Special Senior Mezzanine Purchase Period is in effect, Excess Cash Flow in each subsequent Excess Cash Flow Period shall be utilized by the Harrah’s Parties in the following order of priority (i) first, to consummate any pending purchases of Junior Mezzanine Notes pursuant to Section 3.4(c), (ii) second, to consummate additional ECF Purchase Offers for Junior Mezzanine Notes accepted in respect of such Excess Cash Flow Period, (iii) third, to consummate any such pending purchases of Senior Mezzanine Notes and (iv) fourth, to consummate additional ECF Purchase Offers for Senior Mezzanine Notes accepted in respect of such Excess Cash Flow Period.

(d) Notwithstanding the foregoing Section 3.5(c), to the extent any Senior Mezzanine Note (or any portion thereof) for which an ECF Purchase Offer has been accepted by a Senior Mezzanine Lender has not been purchased in whole on or before the second ECF Closing Date to occur after the ECF Closing Date on which was made the first partial payment of the purchase price in connection with such ECF Purchase Offer, each applicable Senior Mezzanine Lender shall have the right upon written notice to the applicable Mezzanine Borrower and Servicer to terminate any such acceptance of such ECF Purchase Offer as to any portion of such remaining Senior Mezzanine Note that has not been purchased by such date.

Section 3.6. Remaining Cash Flow. Remaining Cash Flow in respect of each Excess Cash Flow Period after the ECF Offer Commencement Date shall be applied as follows:

(a) So long as any Specified Mezzanine Note remains outstanding, Remaining Cash Flow shall be used to purchase additional Specified Mezzanine Notes. Within five (5) Business Days after the Required Response Date, the Harrah’s Parties shall cause written notices to be delivered in accordance with the notice provisions set forth on Exhibit E to the Specified Mezzanine Lender setting forth the additional Specified Mezzanine Notes that will be purchased with such Remaining Cash Flow in accordance with the terms of this Agreement. The Harrah’s Parties shall also cause two (2) executed original counterparts of a Purchase and Sale Agreement evidencing such additional purchases of Specified Mezzanine Notes to be delivered to the

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Specified Mezzanine Lender, which shall execute such Purchase and Sale Agreement and return one (1) original counterpart to the applicable Mezzanine Borrower in accordance with the requirements of Section 3.3 of this Agreement. Purchases of Specified Mezzanine Notes shall be closed on the applicable ECF Closing Date in accordance with Section 3.2 of this Agreement.

(b) At such time as no Specified Mezzanine Note remains outstanding, but prior to the ECF Offer End Date, Remaining Cash Flow shall be applied in accordance with Article IV of this Agreement.

(c) After the occurrence of the Trigger Date, all Excess Cash Flow shall be applied subject to and in accordance with Section 2.4.2 of the Mortgage Loan Agreement.

IV. OTHER PERMITTED USES OF EXCESS CASH FLOW

Section 4.1. Other Permitted Uses of Excess Cash Flow.

(a) Remaining Cash Flow in respect of each Excess Cash Flow Period occurring after the ECF Offer Commencement Date and the purchase and termination of all of the Specified Mezzanine Notes in accordance with this Agreement, but prior to the ECF Offer End Date, shall be applied as follows, as determined by the Harrah’s Parties in their discretion:

(i) to reinvest in the Properties subject to the terms and provisions of the Mortgage Loan Agreement and the Mezzanine Loan Agreements;

(ii) to be held as cash on the balance sheet of any Mortgage Borrower or any Operating Company and to be used subject to and in accordance with the provisions of the Mortgage Loan Agreement and the Mezzanine Loan Agreements;

(iii) so long as no Event of Default shall have occurred and be continuing, to complete Optional Note Purchases (as hereinafter defined) subject to and in accordance with Article V of this Agreement; and/or

(iv) so long as no Event of Default shall have occurred and be continuing, with respect to an amount of up to eighty five percent (85%) of Remaining Cash Flow, either:

(A) provided no Rio Leverage Event has occurred and is continuing, distribute up to such amount to HET; or

(B) during the continuance of a Rio Leverage Event, deposit up to such amount into the Blocked Account (as defined in the Mortgage Loan Agreement), to be applied in accordance with the terms of the Mortgage Loan Agreement.

For the avoidance of doubt, with respect to any amounts distributed to HET in compliance with this Agreement, from after such distribution such amounts shall not be considered “Excess Cash Flow” or “Remaining Cash Flow” hereunder or otherwise be subject to restrictions under this Agreement.

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V. OPTIONAL NOTE PURCHASES

Section 5.1. General.

(a) Subject to the terms and conditions of Section 5.2 and Section 6.1 of this Agreement, each Lender and each Mezzanine Lender shall have the right to sell at any time and from time to time any Note or Mezzanine Note, in whole or in part, to the Mortgage Borrower or Mezzanine Borrower that is the obligor under any such Note or Mezzanine Note on such terms and at such price as agreed to among such parties (each an “Optional Note Purchase”). Each such Optional Note Purchase shall be made pursuant to and in accordance with a Purchase and Sale Agreement. Notwithstanding any provision of the Loan Documents, the Mezzanine Loan Documents, the Intercreditor Agreement or any Co-Lender Agreement to the contrary, each payment of such purchase price to a selling Lender or Mezzanine Lender may be retained by such Lender or Mezzanine Lender for its own account free and clear of any claims of any other Lender or Mezzanine Lender. Accrued and unpaid interest on any purchased note shall be paid to each selling Lender or Mezzanine Lender in the manner specified in the Purchase and Sale Agreement. In connection with each Optional Note Purchase, the Harrah’s Parties shall cause the funds required to consummate each such purchase to be contributed to and/or paid as a dividend to, each applicable Mortgage Borrower or Mezzanine Borrower, as applicable, and all such contributions and dividends shall be evidenced in the books and records of the Harrah’s Parties.

(b) The Specified Mezzanine Lender hereby agrees and acknowledges that it shall be required to, and is hereby deemed to, accept any and all offers to purchase all or any portion of a Specified Mezzanine Note to be made as an Optional Note Purchase at any time and from time to time, provided that any such offer to make an Optional Note Purchase of all or any portion of a Specified Mezzanine Note and the payment therefor is (i) made on or before the Specified Payment Date, (ii) for a purchase price of not less than fifty cents ($0.50) for each one dollar ($1.00) of principal amount of each such Specified Mezzanine Note and (iii) otherwise in accordance with a Purchase and Sale Agreement.

(c) The purchase price for any Optional Note Purchase may be paid directly by the applicable Mortgage Borrower or Mezzanine Borrower to the selling Lender or Mezzanine Lender, and need not be paid through the Servicer or disclosed to Servicer or any other Lender or Mezzanine Lender. Contemporaneously with the closing of each Optional Note Purchase, (a) each applicable Borrower and/or Mezzanine Borrower and Lender and/or Mezzanine Lender shall submit to Servicer in writing information certifying the face amount of the Note or Mezzanine Note that has been purchased in connection with such Optional Note Purchase and (b) the Harrah’s Parties shall pay or cause to be paid to Servicer an administrative fee in the amount of $10,000.

Section 5.2. Optional Note Purchases. With respect to Optional Note Purchases, such purchases may be completed at any time and from time to time (provided that the payment of Optional Note Purchases that the Specified Mezzanine Lender is required to accept pursuant to Section 5.1(b) must occur on or before the Specified Payment Date); provided that, if all or any part of the funds to be used to consummate any such Optional Note Purchase are Remaining Cash Flow, such Optional Note Purchase shall not be permitted hereunder unless:

(a) all Subsequent Upfront Purchases shall have been completed in accordance with the terms of this Agreement;

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(b) the Deferred Purchase Price shall have been paid in full in accordance with the terms of this Agreement; and

(c) the Mezzanine Borrowers shall have satisfied their obligations to pay the purchase price in full for all outstanding purchases of Mezzanine Notes that have been accepted for purchase pursuant to ECF Purchase Offers pursuant to the terms hereof (including with respect to all Specified Mezzanine Notes).

VI. PAYMENT IN FULL OF THE MEZZANINE LOANS

Section 6.1. Payment in Full of the Mezzanine Loans.

(a) If (i) any proposed ECF Purchase or any Optional Note Purchase would result in the payment in full of the outstanding principal balance of any Mezzanine Loan and (ii) upon the completion of such purchase, there will be no Mezzanine Loan that is junior to such Mezzanine Loan with an outstanding principal balance, then any such purchase and payment in full of such Mezzanine Loan may be completed without regard to this Article VI.

(b) Notwithstanding any other provision of this Agreement to the contrary, in consideration of the parties hereto entering into this Agreement, if (i) any ECF Purchase or any Optional Note Purchase would (but for the operation of Section 6.1(b)(i)) result in the payment in full of the outstanding principal balance of any Mezzanine Loan and (ii) upon the consummation of such purchase or payment in full (and the purchase and payment in full of any other Mezzanine Loans to be made on such date), there will remain outstanding one or more Mezzanine Loans that are junior to such Mezzanine Loan(s) being purchased (each such junior Mezzanine Loan, an “Outstanding Junior Mezzanine Loan”), then the following provisions shall apply to each such senior Mezzanine Loan (each such senior Mezzanine Loan, a “DPO Mezzanine Loan”):

(i) at any time an Outstanding Junior Mezzanine Loan exists with respect to a DPO Mezzanine Loan, the last unpaid Mezzanine Note that evidences any such DPO Mezzanine Loan shall be paid in an amount such that such Mezzanine Note shall have an outstanding principal balance of One Thousand and No/100 Dollars ($1,000.00) (each such Mezzanine Note, a “DPO Mezzanine Note”), and the Mezzanine Loan Documents evidencing such DPO Mezzanine Loan shall remain in full force and effect;

(ii) each DPO Mezzanine Loan (including, without limitation the related DPO Mezzanine Note) shall be assigned (simultaneously with the consummation of the purchase of the applicable Mezzanine Note and without additional consideration) to all Mezzanine Lenders of the then most senior Outstanding Junior Mezzanine Loan (each such Mezzanine Lender, a “DPO Noteholder”) pursuant to an allonge and omnibus assignment in the form attached hereto as Exhibit G, and each Mezzanine Lender hereby agrees to make and accept such assignments, as applicable;

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(iii) with respect to each DPO Noteholder, (A) if at any time the Mezzanine Note(s) under the Outstanding Junior Mezzanine Loan pursuant to which a Mezzanine Lender became a DPO Noteholder have been paid in full or purchased in full in accordance with this Agreement and (B) at the time of such payment in full or purchase in full there remains one or more additional Mezzanine Lenders at such level that are and will remain DPO Noteholders with respect to such Outstanding Junior Mezzanine Loan, any such DPO Noteholder shall be deemed to have conveyed (simultaneously with the payment in full of the applicable Mezzanine Note(s) held by such DPO Noteholder and without additional consideration) its interest in such DPO Mezzanine Loan to the remaining DPO Noteholders at such level, and each Mezzanine Lender hereby agrees to make and accept such assignments, as applicable;

(iv) with respect to each DPO Noteholder, (A) if at any time all Mezzanine Note(s) (other than the DPO Mezzanine Note) under the then most senior Outstanding Junior Mezzanine Loan have been paid in full and (B) there remains outstanding one or more additional Outstanding Junior Mezzanine Loans junior to such level, the applicable DPO Noteholders shall assign (simultaneously with the payment in full of the applicable Mezzanine Note(s) and without additional consideration) the DPO Mezzanine Loan held by such DPO Noteholders to all holders of the next most senior Outstanding Junior Mezzanine Loan pursuant to an allonge and omnibus assignment in the form attached hereto as Exhibit G, and each such Mezzanine Lender of the next most senior Outstanding Junior Mezzanine Loan hereby agrees to make and accept such assignments, as applicable;

(v) each DPO Mezzanine Loan shall be deemed to be paid in full and the applicable DPO Noteholders shall have no further rights or obligations under any such DPO Mezzanine Loan at such time, if any, as all Outstanding Junior Mezzanine Loans with respect to such DPO Mezzanine Loan have been paid in full.

(c) At all times any DPO Noteholder(s) holds an interest in one or more DPO Mezzanine Loans, subject to the terms and conditions of the Intercreditor Agreement and any applicable Co-Lender Agreement, such DPO Noteholder(s) shall have all of the rights and remedies available to Mezzanine Lender under such DPO Mezzanine Loans, including, without limitation, the rights under any Pledge Agreement (as defined in each Mezzanine Loan Agreement).

(d) Notwithstanding the foregoing, the parties hereto acknowledge and agree that the provisions of this Article VI have been included at the request of and are for the benefit and convenience of the Lenders and Mezzanine Lenders. In furtherance of the foregoing, from and after the date that a Mezzanine Loan becomes a DPO Mezzanine Loan hereunder, the following provisions shall apply with respect to any such DPO Mezzanine Loan and each DPO Noteholder:

(i) With respect to any matter requiring the consent of the holders of a DPO Mezzanine Loan, the DPO Noteholders in respect of any such DPO Mezzanine Loan shall be deemed to vote in the same manner and proportion under any DPO Mezzanine Loan as they vote in respect of the Outstanding Junior Mezzanine Loan pursuant to which it is a DPO Noteholder.

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(ii) Except as expressly limited or modified herein, the terms and provisions of the Mezzanine Loan Documents applicable to each such DPO Mezzanine Loan including, without limitation, each applicable Pledge Agreement, shall remain in full force and effect.

(iii) Section 2.3.1 of the applicable Mezzanine Loan Agreement shall be of no further force or effect and in accordance therewith no monthly payments of interest shall be due and owing in connection with such DPO Mezzanine Loan. Section 2.4 of the applicable Mezzanine Loan Agreement shall be of no further force or effect and any such DPO Mezzanine Loan may not be prepaid, in whole or in part, at any time; provided that, each DPO Mezzanine Loan shall be deemed to be paid in full at such time as no Outstanding Junior Mezzanine Loans exist with respect to such DPO Mezzanine Loan in accordance with Section 6.1(b)(v) of this Agreement.

(iv) The provisions of certain of the Mezzanine Loan Documents, as set forth on Exhibit L hereto, shall be of no further force and effect with respect to each DPO Mezzanine Loan immediately upon a Mezzanine Loan becoming such a DPO Mezzanine Loan pursuant to the terms of this Article VI. For the avoidance of doubt, notwithstanding any other provision of this Agreement to the contrary including, without limitation, Exhibit L, a Mezzanine Borrower’s obligations under the Mezzanine Loan Documents to which it is a party to cause Mortgage Borrower or any other Mezzanine Borrower, as applicable, to take or refrain from taking an action shall survive the conversion of any Mezzanine Loan to a DPO Mezzanine Loan.

VII. SALE OF THE RIO PROPERTY

Section 7.1. Application of Sale Proceeds.

(a) In connection with a sale of the Rio Las Vegas pursuant to and in accordance with the terms of the Mortgage Loan Agreement, if the sales price of the Rio Las Vegas is equal to or greater than $425,000,000, then, subject to the terms and conditions set forth in Section 2.5 of the Mortgage Loan Agreement, the Harrah’s Parties shall cause at least thirty percent (30%) of the Net Sales Proceeds (as defined in the Mortgage Loan Agreement) from such sale of the Rio Las Vegas (the “Rio Proceeds”) to be utilized to make offers to purchase Mezzanine Notes, and if such any such offers are accepted by the applicable Mezzanine Lender, to purchase Mezzanine Notes (each such purchase, when completed, a “Rio Mezzanine Note Purchase”) as follows:

(i) up to eight percent (8%) of such Rio Proceeds shall be used to make an offer to purchase the Junior Mezzanine Notes at a price equal to thirty cents ($0.30) per each one dollar ($1.00) of principal amount of each applicable Junior Mezzanine Note sold; and

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(ii) subject to increase in accordance with the provisions of Section 7.1(b), at least twenty-two percent (22%) of such Rio Proceeds shall be used to make an offer to purchase the Senior Mezzanine Notes at a price equal to fifty cents ($0.50) per each one dollar ($1.00) of principal amount of each applicable Senior Mezzanine Note sold.

(b) All Rio Proceeds shall be deposited with Lender as required pursuant to Section 2.5 of the Mortgage Loan Agreement and shall be applied by Lender pursuant to the terms of this Article VII. The acceptance of any offer to purchase Mezzanine Notes with Rio Proceeds shall be at the sole and absolute discretion of each applicable Mezzanine Lender. To the extent the aggregate purchase price to be paid for Junior Mezzanine Notes then outstanding and tendered for purchase pursuant to Section 7.1(a)(i) is less than the amount of Rio Proceeds available for the purchase of Junior Mezzanine Notes pursuant to Section 7.1(a)(i) above, any excess proceeds shall be used to offer to purchase the Senior Mezzanine Notes in accordance with Section 7.1(a)(ii) above. If such offers for the Junior Mezzanine Notes are oversubscribed, the Junior Mezzanine Notes shall be purchased to the extent of Rio Proceeds available therefor on a ratable basis among the accepting Mezzanine Lenders (based upon the face amount of Junior Mezzanine Notes offered by each accepting Mezzanine Lender). To the extent the aggregate purchase price to be paid for the Senior Mezzanine Notes then outstanding and tendered for purchase is less than the amount of Rio Proceeds available for the purchase of Senior Mezzanine Notes pursuant to Section 7.1(a)(ii) above, any excess proceeds shall be applied to the Mortgage Loan in accordance with Section 2.5 of the Mortgage Loan Agreement. If such offers for the Senior Mezzanine Notes are oversubscribed, the Senior Mezzanine Notes shall be purchased to the extent of Rio Proceeds available therefor on a ratable basis among the accepting Senior Mezzanine Lenders (based upon the face amount of Senior Mezzanine Notes offered by each accepting Mezzanine Lender).

Section 7.2. Application of Rio Proceeds. (a) At least fifteen (15) Business Days prior to any scheduled closing date for the sale of the Rio Las Vegas, the Harrah’s Parties shall deliver to each Mezzanine Lender a written notice setting forth the anticipated closing date of such sale, a statement specifying that, as of such date, whether Mezzanine Borrower expects the Special Rio Conditions (as defined in the Mortgage Loan Agreement) to exist or not exist on the closing of the sale of the Rio Las Vegas and whether the other conditions to the sale of the Rio Las Vegas will be satisfied, an estimate of the amount of Rio Proceeds available upon the closing of such sale (whether such Rio Proceeds are to be applied to the repayment of the Mortgage Loan, or to the payment of accepted Mezzanine Note offers as herein described) and, if applicable, offers from each applicable Mezzanine Borrower to each Mezzanine Lender to purchase such Mezzanine Lender’s Junior Mezzanine Notes and/or Senior Mezzanine Notes in accordance with Section 7.1(a) of this Agreement. Each such offer, and the acceptance of each such offer, shall be subject to the closing of the sale of the Rio Las Vegas. For the avoidance of doubt, the parties confirm that the availability of Rio Proceeds for the purchase of Mezzanine Notes (as described in this Agreement) will be subject to the conditions set forth in (and such sale being permitted under) the Mortgage Loan Agreement.

(b) Each Mezzanine Lender shall have until the date that is ten (10) Business Days after the delivery of an offer notice sent pursuant to the immediately preceding paragraph to deliver to the applicable Mezzanine Borrower an acceptance of any such purchase offer (indicating its desire to effect a Rio Mezzanine Note Purchase). Any failure by a Mezzanine

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Lender to accept in writing any such purchase offer on or before the close of business on such tenth (10^th) Business Day shall result in each applicable purchase offer to such Mezzanine Lender being deemed rejected. No rejection of a Rio Mezzanine Note Purchase hereunder shall in any way limit or otherwise affect any Mezzanine Lender’s rights hereunder to receive and accept or reject, if applicable, additional offers in connection with a Rio Mezzanine Note Purchase, in accordance with the terms of this Agreement.

(c) All Rio Mezzanine Note Purchases with the Rio Proceeds that are available upon the closing of the sale of the Rio Las Vegas, if any, and the repayment of the Mortgage Loan in accordance with the terms of Section 2.5 of the Mortgage Loan Agreement with such proceeds, shall be completed contemporaneously with the closing of the sale of the Rio Las Vegas.

(d) As more fully provided in the Mortgage Loan Agreement, the parties confirm and agree that the Post-Closing Reserve Amount (as defined in the Mortgage Loan Agreement) in respect of the Rio Las Vegas shall constitute Rio Proceeds and shall be applied, upon the release of such escrow or reserve, in a manner consistent with the applicable provisions of the Mortgage Loan Agreement and the provisions of this Article VII. The Harrah’s Parties shall, upon the release of the Post-Closing Reserve Amount, to the extent not required to be applied to repayment of the Mortgage Loan in accordance with the terms of Section 2.5 of the Mortgage Loan Agreement, (i) use such funds to satisfy (in the priority set forth in, and in the percentage allocation between Junior Mezzanine Notes and Senior Mezzanine Notes that is consistent with the initial offers of Rio Proceeds made pursuant to, Section 7.1) any oversubscription of offers previously made with the Rio Proceeds that remain outstanding as of such date and (ii) use any remaining funds, if any, to cause to be made additional offers to purchase Junior Mezzanine Notes and/or Senior Mezzanine Notes with such funds using the procedures set forth in this Article VII. Any such proceeds not used to purchase Junior Mezzanine Notes or Senior Mezzanine Notes shall be applied to the repayment of the Mortgage Loan in accordance with the terms of Section 2.5 of the Mortgage Loan Agreement.

VIII. ADDITIONAL COMPENSATION

Section 8.1. First Option. Each First Option Noteholder hereby agrees and acknowledges that its rights to compensation in addition to the purchase prices set forth in this Agreement in connection with any Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase (including, for all purposes of this Section 8.1, any Optional Note Purchase completed prior to the date hereof), ECF Purchase and/or Rio Note Purchase of any First Option Note completed in accordance with this Agreement shall be solely as follows:

(a) Each First Option Noteholder, to the extent each such First Option Noteholder has sold First Option Notes pursuant to the Upfront Purchase, the Subsequent Upfront Purchase, the Optional Note Purchase, the ECF Purchase and/or the Rio Note Purchase provisions of this Agreement shall have the right (1) in the case of clause (i) below, until six (6) months after the maturity date of the Mortgage Loan (as the same may be extended) and (2) in the case of clause (ii) below, until six (6) months after the date the Mortgage Loan is paid in full, in each case, to participate in payments of all net cash proceeds from:

(i) any sale or other disposition of any Individual Property (other than the Rio Las Vegas made prior to the earlier to occur of (A) the repayment in full of the Loan and the Mezzanine Loan or (B) the Maturity Date of the Loan), including as a result of any casualty or condemnation, in each case in excess of the applicable Release Price (as defined in the Mortgage Loan Agreement and each Mezzanine Loan Agreement) with respect to such Individual Property and not otherwise required to be applied to repay the Loan or any Mezzanine Loan; and

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(ii) any refinancing of the Mortgage Loan and the Mezzanine Loan at any time in which the net proceeds are in excess of the outstanding principal balance of the Mortgage Loan and the Mezzanine Loan at such time.

Any such excess proceeds from subclause (i) or (ii) above shall be allocated as follows:

(A) first, to the Harrah’s Parties in an amount equal to aggregate amounts paid in connection with each Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase and ECF Purchase plus an amount that would equate to an annual internal rate of return of twenty percent (20%) thereon,

(B) second, twenty percent (20%) of any remaining amounts shall be allocated to the Harrah’s Parties and eighty percent (80%) of such remaining amounts shall be allocated to First Option Noteholders (in the individual amounts specified in Section 8.1(b) below) until each individual First Option Noteholder has received an amount equal to the blended amount of the First Option Notes written off by such First Option Noteholder in connection with each Upfront Purchase, Subsequent Upfront Purchase, Rio Note Purchase, Optional Note Purchase and each ECF Purchase (e.g., (i) 70 cents on the dollar with respect to the Upfront Purchase, the Subsequent Upfront Purchase, each Rio Note Purchase and each ECF Purchase of the Junior Mezzanine Notes, (ii) 50 cents on the dollar with respect to each ECF Purchase and/or Rio Note Purchase of the Senior Mezzanine Notes and Specified Mezzanine Notes, etc.), in the following order of priority:

(1) first, to First Option Noteholders that have sold First Option Notes that are both Junior Mezzanine Loans and Senior Mezzanine Loans,

(2) second, to First Option Noteholders that have sold First Option Notes that are Junior Mezzanine Loans only,

(3) third, to First Option Noteholders that have sold First Option Notes that are Senior Mezzanine Loans only, and

(C) any remaining amounts to the Harrah’s Parties.

(b) A First Option Noteholder’s proportionate share of any excess proceeds pursuant to Section 8.1(a) shall be calculated as the face amount of the First Option Notes each such First Option Noteholder has sold as Upfront Purchases, Subsequent Upfront Purchases, Optional Note Purchases, ECF Purchases and/or Rio Note Purchases pursuant to provisions of this Agreement as of the date of the payment divided by the sum of the principal balances of all

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First Option Notes and Second Option Notes that have been extinguished pursuant to the terms of this Agreement in connection with such Upfront Purchases, Subsequent Upfront Purchases, Optional Note Purchases, ECF Purchases and/or Rio Note Purchases.

(c) All payments made pursuant to this Section 8.1 shall be deemed to constitute additional purchase consideration paid to the First Option Noteholders (on account of the Upfront Purchases, Subsequent Upfront Purchases, Optional Note Purchases, ECF Purchases and/or Rio Note Purchases in respect of First Option Notes effected by such First Option Noteholders, as applicable), and in no event shall the First Option Noteholders and any Borrower (or any of the Harrah’s Parties) be deemed to be a co-venturer or partner as a result of the making (or receipt) of any such payments. The Harrah’s Parties may retain or distribute its allocation of the foregoing excess proceeds (free from any restrictions under the Loan Documents or the Mezzanine Loan Documents).

(d) In connection with each Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase, ECF Purchase and/or Rio Note Purchase in respect of First Option Notes effected by First Option Noteholders hereunder, a certificate in the form attached hereto as Exhibit H (a “First Option Certificate”) will be issued to each selling First Option Noteholder evidencing such Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase, ECF Purchase and/or Rio Note Purchase (which such certificate shall include the identity of the selling Mezzanine Lender, the type and face amount of the Mezzanine Note purchased, the purchase price therefor, and the date of such purchase). The First Option Certificates shall be prepared by or on behalf of the Harrah’s Parties. First Option Certificates evidencing the Upfront Purchase, any Optional Note Purchase completed prior to the date hereof and the Subsequent Upfront Purchase will be issued to each applicable First Option Noteholder on the Closing Date. First Option Certificates evidencing any ECF Purchase, Rio Note Purchase or Optional Note Purchase completed on or after the date hereof will be issued to each applicable First Option Noteholder on the date of the closing of any ECF Purchase, Rio Note Purchase or Optional Note Purchase, as applicable.

(e) The following transfers and assignments of any First Option Certificate shall be permitted: (i) in connection with a sale, transfer, pledge, hypothecation or assignment of a First Option Note pursuant to and in accordance with the Co-Lender Agreements and the Intercreditor Agreement, any First Option Noteholder may, in its sole and absolute discretion, retain or sell, assign, pledge, hypothecate or transfer to any transferee of such First Option Note any one or more First Option Certificates that have been issued in connection with partial purchases of such First Option Note made pursuant to this Agreement, (ii) a First Option Noteholder may transfer any First Option Certificate to any affiliate of such First Option Noteholder, (iii) a First Option Noteholder may transfer any First Option Certificate to any other First Option Noteholder or Second Option Noteholder (as hereinafter defined) and (iv) a First Option Noteholder may transfer any First Option Certificate to any Harrah’s Party or affiliate thereof. A First Option Noteholder shall promptly after any such permitted transfer, pledge or assignment of a First Option Certificate provide written notice to Servicer as to the identity and contact information of the new holder of such First Option Certificate. No other sales, pledges, transfers or assignments of First Option Certificates shall be permitted hereunder, and any First Option Certificate submitted for payment pursuant to the terms of this Agreement or held by any person other than the First Option Noteholder to whom such First Option Certificate was issued

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or any such permitted transferee of a First Option Certificate will be disregarded (and, in such event, any payment payable in respect of any such First Option Certificate shall be paid to (i) the most recent permitted transferee identified in the First Option Register (as herein defined) or (ii) if no such permitted transferees are identified in the First Option Register, the First Option Noteholder to whom such First Option Certificate was issued).

(f) Servicer shall maintain a register (the “First Option Register”) in which will be recorded the identity and contact information for each holder to whom a First Option Certificate is issued, the permitted transferees thereof and all payments, if any, made in connection therewith. The First Option Register shall be conclusive absent manifest error and the Harrah’s Parties may rely on it in making payments to holders of First Option Certificates. The Harrah’s Parties shall be permitted to review a copy of the register upon written request made to Servicer. The Harrah’s Parties shall provide each holder of a First Option Certificate written notice of any availability of funds to be disbursed pursuant to a First Option Noteholder’s rights under this Section 8.1 not less than fifteen (15) Business Days prior to the date in such notice for such disbursement. Subject to the provisions of Section 8.1(e), amounts payable to a First Option Noteholder under this Section 8.1 shall be payable to then current holder of each First Option Certificate. Each payment under this Section 8.1 to be made to First Option Noteholders will be calculated and determined based on the information contained in each First Option Certificate submitted to the Harrah’s Parties at least five (5) Business Days prior to the date designated by the Harrah’s Parties for such payment.

Section 8.2. Second Option. Each Second Option Noteholder hereby agrees and acknowledges that its rights to compensation in addition to the purchase prices set forth in this Agreement in connection with any Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase (including, for all purposes of this Section 8.2, any Optional Note Purchase completed prior to the date hereof), ECF Purchase and/or Rio Note Purchase of any Second Option Note completed in accordance with this Agreement shall be solely as follows:

(a) Each Second Option Noteholder, to the extent each such Second Option Noteholder has sold Second Option Notes pursuant to the Upfront Purchase, the Subsequent Upfront Purchase, the Optional Note Purchase, the ECF Purchase and/or the Rio Note Purchase provisions of this Agreement, shall have the right until six (6) months after the date the Mortgage Loan is paid in full to payments from excess EBITDAM (as defined in the Mortgage Loan Agreement) as determined in accordance with the following:

(i) to the extent actual EBITDAM for any fiscal year determined in accordance with the provisions of the Mortgage Loan Agreement (regardless if the Mortgage Loan Agreement remains in effect) exceeds the projected EBITDAM for such fiscal year set forth in the EBITDAM budget attached to the Information Summary as Exhibit F (the “EBITDAM Budget”) (which amount shall be determined on a pro rata basis for any partial year by taking the total excess amount for such year, dividing such amount by 365 (or 366, as applicable) and multiplying by the number of days in such partial period), the Harrah’s Parties shall cause each applicable Mezzanine Borrower to pay to each Second Option Noteholder a proportionate share of such excess amount in accordance with clause (b) below; and

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(ii) if, subsequent to any payment made pursuant to Section 8.2(a)(i) above, the actual EBITDAM for any fiscal year calculated pursuant to the provisions of the Mortgage Loan Agreement is less than the EBITDAM for such fiscal year set forth in the EBITDAM Budget (an “EBITDAM Deficit”), the Harrah’s Parties shall have the right to offset the full amount of such EBITDAM Deficit against any subsequent payments to be made to Second Option Noteholders pursuant to the terms of Section 8.2(a)(i) of this Agreement.

(b) A Second Option Noteholder’s proportionate share of any payment pursuant to Section 8.2(a)(i) shall be calculated as the face amount of the Second Option Notes each such Second Option Noteholder has sold as Upfront Purchases, Subsequent Upfront Purchases, Optional Note Purchases, ECF Purchases and/or Rio Note Purchases pursuant to provisions of this Agreement as of the date of the payment divided by $2,500,000,000.00.

(c) Each Second Option Noteholder shall only receive excess EBITDAM payments pursuant to Section 8.2(a)(i) (in the share calculated pursuant to Section 8.2(b)) until such Second Option Noteholder has received an amount equal to the blended amount of the Second Option Notes written off by such Second Option Noteholder in connection with each Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase, each ECF Purchase and/or each Rio Note Purchase (e.g., (i) 70 cents on the dollar with respect to the Upfront Purchase, the Subsequent Upfront Purchase, ECF Purchase and/or each Rio Note Purchase of the Junior Mezzanine Notes, (ii) 50 cents on the dollar with respect to each ECF Purchase and/or Rio Note Purchase of the Senior Mezzanine Notes and Specified Mezzanine Notes, etc.)

(d) All payments made pursuant to this Section 8.2 shall be deemed to constitute additional purchase consideration paid to the Second Option Noteholders (on account of Upfront Purchases, Subsequent Upfront Purchases, Optional Note Purchases, ECF Purchases and/or Rio Note Purchases in respect of Second Option Notes effected by such Second Option Noteholders), and in no event shall the Second Option Noteholders and any Borrower (or the Harrah’s Parties) be deemed to be a co-venturer or partner as a result of the making (or receipt) of any such payments.

(e) In connection with any Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase, ECF Purchase and/or Rio Note Purchase in respect of Second Option Notes effected by Second Option Noteholders hereunder, a certificate in the form attached hereto as Exhibit I (a “Second Option Certificate”) will be issued to each selling Second Option Noteholder evidencing such Upfront Purchase, Subsequent Upfront Purchase, Optional Note Purchase, ECF Purchase and/or Rio Note Purchase (which such certificate shall include the identify of the selling Mezzanine Lender, the type and face amount of the Mezzanine Note purchased, the purchase price therefor, and the date of such purchase). The Second Option Certificates shall be prepared by or on behalf of the Harrah’s Parties. Second Option Certificates evidencing the Upfront Purchase, any Optional Note Purchase completed prior to the date hereof and the Subsequent Upfront Purchase will be issued to each applicable Second Option Noteholder on the Closing Date. Second Option Certificates evidencing any ECF Purchase, Rio Note Purchase or Optional Note Purchase completed on or after the date hereof will be issued to each applicable Second Option Noteholder on the date of the closing of any ECF Purchase, Rio Note Purchase or Optional Note Purchase, as applicable.

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(f) The following transfers and assignments of any Second Option Certificate shall be permitted: (i) in connection with a sale, pledge, transfer, hypothecation or assignment of a Second Option Note pursuant to and in accordance with the Co-Lender Agreements and the Intercreditor Agreement, any Second Option Noteholder may, in its sole and absolute discretion, retain or sell, assign, pledge, hypothecate or transfer to any transferee of such Second Option Note any one or more Second Option Certificates that have been issued in connection with partial purchases of such Second Option Note made pursuant to this Agreement, (ii) a Second Option Noteholder may transfer any Second Option Certificate to any affiliate of such Second Option Noteholder, (iii) a Second Option Noteholder may transfer any Second Option Certificate to any other Second Option Noteholder or First Option Noteholder and (iv) a Second Option Noteholder may transfer any Second Option Certificate to any Harrah’s Party or affiliate thereof. A Second Option Noteholder shall promptly after any such permitted transfer, pledge or assignment of a Second Option Certificate provide written notice to Servicer as to the identity and contact information of the new holder of such Second Option Certificate. No other sales, pledges, transfers or assignments of Second Option Certificates shall be permitted hereunder, and any Second Option Certificate submitted for payment pursuant to the terms of this Agreement or held by any person other than the Second Option Noteholder to whom such Second Option Certificate was issued or any such permitted transferee of a Second Option Certificate will be disregarded (and, in such event, any payment payable in respect of any such Second Option Certificate shall be paid to (i) the most recent permitted transferee identified in the Second Option Register (as herein defined) or (ii) if no such permitted transferees are identified in the Second Option Register, the Second Option Noteholder to whom such Second Option Certificate was issued).

(g) Servicer shall maintain a register (the “Second Option Register”) in which will be recorded the identity and contact information for each holder to whom a Second Option Certificate is issued, the permitted transferees thereof and all payments, if any, made in connection therewith. The Second Option Register shall be conclusive absent manifest error and the Harrah’s Parties may rely on it in making payments to holders of Second Option Certificates. The Harrah’s Parties shall be permitted to review a copy of the register upon written request made to Servicer. The Harrah’s Parties shall provide each holder of a Second Option Certificate written notice of any availability of funds to be disbursed pursuant to a Second Option Noteholder’s rights under this Section 8.2 not less than fifteen (15) Business Days prior to the date in such notice for such disbursement. Subject to the provisions of Section 8.2(f), amounts payable to a Second Option Noteholder under this Section 8.2 shall be payable to then current holder of each Second Option Certificate. Each payment under this Section 8.2 to be made to Second Option Noteholders will be calculated and determined based on the information contained in each Second Option Certificate submitted to the Harrah’s Parties at least five (5) Business Days prior to the date designated by the Harrah’s Parties for such payment.

IX. MISCELLANEOUS

Section 9.1. Suspension of the Rights of the Harrah’s Parties. Notwithstanding any provision of this Agreement, any Loan Document or any Mezzanine Loan Document to the contrary, if at any time an Event of Default has occurred and is continuing pursuant to and as defined in any Loan Document and/or any Mezzanine Loan Document, all of

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the Harrah’s Parties rights and obligations hereunder to make ECF Purchase Offers or to purchase Mezzanine Notes in respect of ECF Purchases or Optional Note Purchases utilizing Excess Cash Flow shall be suspended and of no further force and effect. The Harrah’s Parties rights and obligations hereunder to make ECF Purchase Offers and to purchase Mezzanine Notes in respect of ECF Purchases and Optional Note Purchases utilizing Excess Cash Flow shall be reinstated at such time, if any, as (a) subject to the provisions of Section 3.3, Mortgage Lender and/or any Mezzanine Lenders, as applicable, have, in their sole and absolute discretion (as determined pursuant to the applicable Co-Lender Agreement), waived in writing the Event of Default giving rise to such suspension or (b) such Event of Default giving rise to such suspension shall have ceased to be in effect pursuant to and in accordance with this Agreement, the applicable Loan Documents and/or Mezzanine Loan Documents. In addition, it is understood and agreed that this Agreement does not modify the provisions of Section 2.6.2 of the Loan Agreement and that upon the occurrence and during the continuance of any Event of Default under the Loan Agreement the “cash trap” provisions thereunder shall apply.

Section 9.2. Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall continue in full force and effect so long as all or any of the (a) Debt, (b) Mezzanine Debt or (c) any of the payment obligations with respect to the First Option Notes and/or Second Option Notes pursuant to Article VIII of this Agreement are outstanding and unpaid. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of any of the parties hereto, shall inure to the benefit of the legal representatives, successors and assigns of each Lender, each Mezzanine Lender, HET and each of the Harrah’s Parties, as applicable.

Section 9.3. Discretion. Subject in all cases to the Servicing Agreement, the Co-Lender Agreement and the Loan Documents, whenever pursuant to this Agreement, any Lender and/or any Mezzanine Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to such party, the decision of any such Lender and/or Mezzanine Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in such party’s sole discretion and shall be final and conclusive. Whenever this Agreement expressly provides that any Lender and/or any Mezzanine Lender may not withhold or shall be reasonable in granting its consent or its approval of an arrangement or term, such provisions shall also be deemed to prohibit any such party from delaying or conditioning unreasonably such consent or approval.

Section 9.4. Governing Law. THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

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APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTION 5-14501 OF NEW YORK’S GENERAL OBLIGATION LAW). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT.

Section 9.5. Modification, Waiver in Writing. Neither this Agreement nor any terms hereof may be amended, supplemented, waived or modified except in a writing signed by each Borrower, the Requisite Lenders and the “Requisite Lenders” under each Mezzanine Loan Agreement. Except as otherwise expressly provided herein, no notice to, or demand on any of the Harrah’s Parties, shall entitle any of the Harrah’s Parties to any other or future notice or demand in the same, similar or other circumstances. To the extent required by any Gaming Law, the Harrah’s Parties shall notify all relevant Gaming Authorities of any amendment to this Agreement.

Section 9.6. Delay Not a Waiver. Except as expressly set forth herein, neither any failure nor any delay on the part of any Lender and/or Mezzanine Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, or to declare a default for failure to effect prompt payment of any such other amount.

Section 9.7. Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY HERETO, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY HERETO IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 9.8. Headings. The Article and/or Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 9.9. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

-28-

Section 9.10. Waiver of Notice. Each of the Harrah’s Parties hereby expressly waives, and shall not be entitled to, any notices of any nature whatsoever from Servicer, any Lender or any Mezzanine Lender except with respect to matters for which this Agreement specifically and expressly provide for the giving of notice by Servicer, any Lender or any Mezzanine Lender to any of the Harrah’s Parties and except with respect to matters for which any of the Harrah’s Parties is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice.

Section 9.11. Exhibits Incorporated. The Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 9.12. Prior Agreements. This Agreement and the other Loan Documents and Mezzanine Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the Letter Agreement dated as of March 5, 2010 among certain of the parties to this Agreement are superseded by the terms of this Agreement and the other Loan Documents and Mezzanine Loan Documents.

Section 9.13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page.

Section 9.14. Gaming Laws. All rights, remedies and powers in or under this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-29-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

[SIGNATURE PAGES OMITTED]

EXHIBIT C

SPECIFIED MEZZANINE NOTES

	Participant
Mezzanine Level 1	$	45,005,000.00
Mezzanine Level 2	$	41,254,583.34
Mezzanine Level 3	$	41,254,583.33
Mezzanine Level 4	$	41,254,583.33
Mezzanine Level 5	$	22,502,500.00

EXHIBIT D

FORM OF PURCHASE AGREEMENT

(Attached)

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is dated as of [                     , 2        ] and is entered into by and between [Insert name of Selling Lender] (the “Seller”), [Insert name of Purchaser] (the “Purchaser”) and HARRAH’S ENTERTAINMENT, INC. (“HET”) (as to paragraphs 3 and 5 of this Agreement only), a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings given to them in that certain Note Sales Agreement dated [                     , 2010] between each Mortgage Borrower, each Mezzanine Borrower, each Lender, each Mezzanine Lender, HET and each Operating Company identified therein and the other parties thereto (the “Note Sales Agreement”).

1. For an agreed consideration, subject to its rights to terminate the sale to be effected under this Agreement pursuant to Sections 3.4(d) or Section 3.5(d) the Notes Sales Agreement, Seller hereby agrees to sell and assign to Purchaser, and Purchaser hereby irrevocably agrees to purchase from Seller all of Seller’s rights in the Notes identified below or such percentage of Seller’s rights in the Notes as are identified below (collectively, including if Notes will be severed in the case of a tender and sale of less than 100% of the face amount of any Note, the “Purchased Notes”) and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights of Seller under the respective Purchased Notes. Accrued and unpaid interest on each Purchased Note through and including the date the sale of the Purchased Note(s) pursuant to this Agreement closes (the “Closing Date”) will be paid to Seller on the Closing Date by Purchaser pursuant to the interest payment provisions with respect to such Purchased Notes. Upon the sale of the Purchased Notes to Purchaser, such Purchased Notes will be immediately and automatically cancelled.

Facility	Aggregate Amount of Notes  Held	Aggregate Amount of Notes  Sold	Percentage of Notes
Mortgage Notes	$	$		%
Mezzanine Level 1	$	$		%
Mezzanine Level 2	$	$		%
Mezzanine Level 3	$	$		%
Mezzanine Level 4	$	$		%
Mezzanine Level 5	$	$		%
Mezzanine Level 6	$	$		%
Mezzanine Level 7	$	$		%
Mezzanine Level 8	$	$		%
Mezzanine Level 9	$	$		%

2. Seller represents and warrants that it is the legal and beneficial owner of the Notes identified by Seller above and that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. As of the Closing Dates, such Purchased Notes will be free and clear of any lien, encumbrance or other adverse claim.

3. Each of Purchaser and HET hereby represent and warrant that as of the Closing Date, neither Purchaser nor HET is in possession of any Material Information that has not previously been disclosed to the Lender and the Mezzanine Lender, or to the public.

4. Upon the consummation of the purchase and sale of any Purchased Note, Seller will promptly deliver to Purchaser any physical Notes (or a lost note affidavit in form and substance reasonably acceptable to Purchaser) evidencing the Purchased Notes and, to the extent any Purchased Note is less than 100% of the face amount of any physical Note, Purchaser will arrange for the execution and delivery by the applicable Borrower of a new Note evidencing the remaining amount of any severed Note not so purchased (the “Replacement Note”). Seller will not be obligated to deliver any physical Note to Purchaser until it is provided with a Replacement Note.

5. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement may be executed in counterparts, which together shall constitute one instrument. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. This Agreement may not be amended, supplemented or modified except in a writing signed by the parties hereto.

The terms set forth in this Agreement are hereby agreed to:

SELLER
[NAME OF SELLER]
By:
	Name:
	Title:
HARRAH’S ENTERTAINMENT, INC.
By:
	Name:
	Title:

PURCHASER
[NAME OF PURCHASER]
By:
	Name:
	Title:

EXHIBIT E

ADDRESSES FOR NOTICES

Exhibit L to the Intercreditor Agreement is incorporated herein by reference and such notice information in such Exhibit shall be the notice information hereunder. Any modifications to such Exhibit after the date hereof will be promptly provided by Servicer to the Mortgage Borrower and Mezzanine Borrower.

Each party to this Agreement may designate other notice address from time to time in a notice to the other parties hereto in the manner provided for in this Agreement.

EXHIBIT G

FORM OF ALLONGE AND OMNIBUS ASSIGNMENT

(Attached Hereto)

OMNIBUS ASSIGNMENT

THIS OMNIBUS ASSIGNMENT (this “Assignment”), effective as of [            ], 20    , from [            ] Mezzanine Lender (as defined in the Loan Agreement (as hereinafter defined)) (“Assignor”) to [            ] Mezzanine Lender (as defined in the Loan Agreement) (“Assignee”). Capitalized terms used but not defined herein shall have the meanings assigned such terms in that certain [            ] Mezzanine Second Amended and Restated Loan Agreement, dated as of [            ]     , 2010 between Assignor, Assignee, the other Lenders party thereto and the Borrowers party thereto (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”).

KNOW ALL MEN BY THESE PRESENTS, that the Assignor does grant, convey, assign, transfer and set over unto Assignee without recourse and without covenant, representation or warranty in any respect, the loan documents referenced in Schedule A attached hereto and made a part hereof (the “Documents”) and all of Assignor’s right, title and interest in, to and under the Documents, and all of Assignor’s right, title and interest, if any, in, to and under all other documents executed and/or delivered in connection with the loan evidenced and/or secured by the Documents (the “Asset”), including, without limitation, all of Assignor’s right, title and interest in the Asset and any collateral, security, certificates of deposit, letters of credit, performance bonds, demands, causes of action, all related certificates, bank accounts, operating accounts, reserve accounts, escrow accounts and other accounts, opinions, financial statements of the Borrowers and any guarantors, title insurance policies, servicing agreements and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Asset, all rights and benefits of Assignor related to the Documents and such other documents, and all of Assignor’s rights, title and interest in, to and under all claims and choses in action related to the Asset and/or the Documents.

TO HAVE AND TO HOLD unto Assignee, its successors, and assigns forever.

This Assignment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof.

This Assignment may be executed by one or more of the parties to this Assignment on any number of separate counterparts (including by telecopy or electronic mail), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Assignor and Assignee caused these presents to be duly executed as of the day and year first written above.

ASSIGNOR:
[                                         ], a [                                        ]
	By:
	Name:
	Title:
ASSIGNEE:
[                                         ], a [                                        ]
	By:
	Name:
	Title:

[Signature Page to Omnibus Assignment]

SCHEDULE A

6. Second Amended and Restated [            ] Mezzanine Loan Agreement, dated as of [            ], 2010, between Harrah’s Las Vegas Mezz [    ], LLC, Harrah’s Atlantic City Mezz [    ], LLC, Rio Mezz [    ], LLC, Flamingo Las Vegas Mezz [    ], LLC, Harrah’s Laughlin Mezz [    ], LLC, and Paris Las Vegas Mezz [    ], LLC, as borrower (collectively, “Mezzanine Borrower”) and the Lenders party thereto.

7. Amended and Restated Guaranty ([            ] Mezzanine Loan), dated as of [            ], 2010, between Harrah’s Entertainment, Inc. (“HET”) and the Lenders party thereto.

8. Amended and Restated FF&E Guaranty ([            ] Mezzanine Loan), dated as of [            ], 2010, between HET and the Lenders party thereto.

9. Environmental Indemnity Agreement ([            ] Mezzanine Loan), dated as of January 28, 2008, by and among HET, the other Indemnitor parties signatory thereto and JPMorgan Chase Bank, N.A. (“Lender”).

10. Environmental Indemnity Agreement ([            ] Mezzanine Loan), dated as of May 22, 2008, by and among HET, Paris Las Vegas Mezz [    ], LLC, Harrah’s Laughlin Mezz [    ], LLC and Lender.

11. Amended and Restated Pledge and Security Agreement ([            ] Mezzanine Loan), dated as of May 22, 2008, made by Mezzanine Borrower and Lender.

12. Ratification of Pledge Agreement ([            ] Mezzanine Loan), dated as of [            ], 2010, made by Mezzanine Borrower in favor of the Lenders party thereto.

13. Amended and Restated Contribution Agreement ([            ] Mezzanine Loan), dated as of May 22, 2008, by and among Mezzanine Borrower and Lender.

14. Amended and Restated Operations and Maintenance Agreement ([            ] Mezzanine Loan), dated as of May 22, 2008, by and among Mezzanine Borrower and Lender.

15. Omnibus Amendment ([            ] Mezzanine Loan), dated as of [            ], 2010, by and among Mezzanine Borrower and the Lenders party thereto.

ALLONGE TO SECOND AMENDED AND RESTATED PROMISSORY NOTE A-[    ]

([            ] MEZZANINE LOAN)

FOR VALUE RECEIVED, [                        ] (“Noteholder”), having an address at [                        ], hereby endorses that certain Second Amended and Restated Promissory Note A-[    ] ([            ] Mezzanine Loan), dated as of [            ]     , 2010, in the original principal amount of [            ], made by HARRAH’S LAS VEGAS MEZZ [    ], LLC, a Delaware limited liability company, HARRAH’S ATLANTIC CITY MEZZ [    ], LLC, a Delaware limited liability company, RIO MEZZ [    ], LLC, a Delaware limited liability company, FLAMINGO LAS VEGAS MEZZ [    ], LLC, a Delaware limited liability company, HARRAH’S PARIS MEZZ [    ], LLC, a Delaware limited liability company, HARRAH’S LAUGHLIN MEZZ [    ], LLC, a Delaware limited liability company (collectively, the “Borrower”), to the order of [                        ], a [                        ] (the “Promissory Note”), to which Promissory Note this allonge is and shall be permanently attached, as follows:

“Pay to the order of [                        ], a [                        ], having an address at [                        ], its successors and assigns.”

This allonge is made without recourse and without any representation or warranty of any kind whatsoever, express or implied.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Dated:

NOTEHOLDER:
[                                         ]
By:
	Name:
	Title:

EXHIBIT H

MEZZANINE NOTE A-[    ] FIRST OPTION UPSIDE RIGHT CERTIFICATE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF (I) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF SUCH OTHER JURISDICTIONS, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, AND (II) UNLESS THE TRANSFEREE IS APPROVED BY APPLICABLE REGULATORY AUTHORITIES, IF SUCH APPROVAL IS REQUIRED. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE NOTE SALES AGREEMENT DATED AS OF [                    ], 2010, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM [BANK OF AMERICA, N.A., AS SERVICER], OR ANY SUCCESSOR SERVICER THERETO.

Dated:                             , 20    

This certificate (this “Certificate”) is a First Option Certificate issued pursuant to (and as defined in) Section 8.1 of that certain Note Sales Agreement, dated as of [August     , 2010] (as same may be amended, restated, renewed, supplemented or otherwise modified from time to time, the “Note Sales Agreement”), among the Lenders signatory thereto, the Mezzanine Lenders signatory thereto, Harrah’s Entertainment, Inc., the Mortgage Borrowers signatory thereto, the Mezzanine Borrowers signatory thereto and the Operating Companies signatory thereto.

This Certificate entitles the Selling Holder identified below (together with its successors and permitted assigns of this Certificate, the “Holder”) to additional purchase consideration (the “Upside Right”) as a First Option Noteholder in respect of the following First Option Note sold to the Harrah’s Parties pursuant to the Note Sale Agreement as follows:

Selling Holder: [                    ]

First Option Note Sold: Second Amended and Restated Promissory Note A-[    ] ([            ] Mezzanine Note)

Face Amount of Note Sold: $[                    ]

Purchase Price: [$                    ] per $1.00 of principal amount sold

Date of Purchase:                      , 20    

Any amounts due and owing in connection with the Upside Right pursuant to Section 8.1 of the Note Sales Agreement shall be payable to the Holder of this Certificate and shall be paid by Mezzanine Borrower in accordance with the requirements of Section 8.1 of the Note Sales Agreement. This Certificate may not be transferred except as expressly permitted pursuant to Section 8.1 of the Note Sales Agreement and in accordance with all applicable laws.

The name and address of each Holder of this Certificate and all payments, if any, made in connection with the Upside Right in respect of this Certificate shall be reflected in the First Option Register.

Capitalized terms not specifically defined herein shall have the respective meanings ascribed thereto in the Note Sales Agreement.

All of the terms, provisions, covenants and conditions of the agreement between the Harrah’s Parties and Holder regarding the Upside Right are set forth herein and in the Note Sales Agreement. The terms of Section 8.1 of the Note Sales Agreement are incorporated herein by reference and shall govern this transaction, including, without limitation, any transfers or dispositions of this Certificate.

The Upside Right and this Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed entirely in said State, and the obligations, rights and remedies of the holder hereof shall be determined in accordance with such laws.

[NAME OF APPLICABLE BORROWER PURCHASING NOTE]
By:
	Name:
	Title:

EXHIBIT I

MEZZANINE NOTE A-[    ] SECOND OPTION UPSIDE RIGHT CERTIFICATE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF (I) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF SUCH OTHER JURISDICTIONS, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS, AND (II) UNLESS THE TRANSFEREE IS APPROVED BY APPLICABLE REGULATORY AUTHORITIES, IF SUCH APPROVAL IS REQUIRED. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE NOTE SALES AGREEMENT DATED AS OF [                    ], 2010, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM [BANK OF AMERICA, N.A., AS SERVICER], OR ANY SUCCESSOR SERVICER THERETO.

Dated:                             , 20    

This certificate (this “Certificate”) is a Second Option Certificate issued pursuant to (and as defined in) Section 8.2 of that certain Note Sales Agreement, dated as of [August     , 2010] (as same may be amended, restated, renewed, supplemented or otherwise modified from time to time, the “Note Sales Agreement”), among the Lenders signatory thereto, the Mezzanine Lenders signatory thereto, Harrah’s Entertainment, Inc., the Mortgage Borrowers signatory thereto, the Mezzanine Borrowers signatory thereto and the Operating Companies signatory thereto.

This Certificate entitles the Selling Holder identified below (together with its successors and permitted assigns of this Certificate, the “Holder”) to additional purchase consideration (the “Upside Right”) as a Second Option Noteholder in respect of the following Second Option Note sold to the Harrah’s Parties pursuant to the Note Sale Agreement as follows:

Selling Holder: [                    ]

Second Option Note Sold: Second Amended and Restated Promissory Note A-[    ] ([            ] Mezzanine Note)

Face Amount of Note Sold: $[                    ]

Purchase Price: [$                    ] per $1.00 of principal amount sold

Date of Purchase:                     , 20    

Any amounts due and owing in connection with the Upside Right pursuant to Section 8.2 of the Note Sales Agreement shall be payable to the Holder of this Certificate and shall be paid by Mezzanine Borrower in accordance with the requirements of Section 8.2 of the Note Sales Agreement. This Certificate may not be transferred except as expressly permitted pursuant to Section 8.2 of the Note Sales Agreement and in accordance with all applicable laws.

The name and address of each Holder of this Certificate and all payments, if any, made in connection with the Upside Right in respect of this Certificate shall be reflected in the Second Option Register.

Capitalized terms not specifically defined herein shall have the respective meanings ascribed thereto in the Note Sales Agreement.

All of the terms, provisions, covenants and conditions of the agreement between the Harrah’s Parties and Holder regarding the Upside Right are set forth herein and in the Note Sales Agreement. The terms of Section 8.2 of the Note Sales Agreement are incorporated herein by reference and shall govern this transaction, including, without limitation, any transfers or dispositions of this Certificate.

The Upside Right and this Certificate shall be construed in accordance with the laws of the State of New York applicable to agreements negotiated, made and to be performed entirely in said State, and the obligations, rights and remedies of the holder hereof shall be determined in accordance with such laws.

[NAME OF APPLICABLE BORROWER PURCHASING NOTE]
By:
	Name:
	Title:

EXHIBIT J

FIRST OPTION NOTES

[Redacted.]

EXHIBIT K

SECOND OPTION NOTES

[Redacted.]

EXHIBIT L

DPO MEZZANINE LOAN DOCUMENT PROVISIONS

The following Mezzanine Loan Documents and Mezzanine Loan Document provisions shall be of no further force and effect with respect to each DPO Mezzanine Loan immediately upon a Mezzanine Loan becoming a DPO Mezzanine Loan:

1. The Collateral Assignment of Interest Rate Cap Agreement

2. The O&M Agreement

3. The Guaranty (FF&E)

4. With respect to the Mezzanine Loan Agreement, the following sections:

(a) Sections 2.1.5, 2.1.6

(b) Sections 2.2

(c) Sections 2.3

(d) Section 2.4

(e) Section 2.5

(f) Sections 2.6.1(d), 2.6.3 and 2.6.4

(g) Article III

(h) Sections 4.1.10, 4.1.12, 4.1.14, 4.1.16, 4.1.17, 4.1.19, 4.1.20, 4.1.21, 4.1.22, 4.1.26, 4.1.31, 4.1.32, 4.1.40, and 4.1.41

(i) Sections 5.1.11, 5.1.15, 5.1.18, 5.1.20(d) and (f), 5.1.21, 5.1.22(d), (i), (k), (l) and (m), Section 5.1.25

(j) Section 6.1(a), but only with respect to Mezzanine Borrower’s obligation to provide notices to Mezzanine Lender

(k) Section 6.2, but only with respect to Mezzanine Borrower’s obligation to provide notices to Mezzanine Lender

(l) Section 6.3, but only with respect to Mezzanine Borrower’s obligation to provide notices to Mezzanine Lender

(m) Sections 7.2, 7.3 and 7.5

(n) Section 8.2(c)

(o) Sections 9.1, 9.2, 9.5, 9.6, 9.7, 9.8, 9.10

(p) Section 10.13

EX-10.12

Exhibit 10.12

HOTEL AND CASINO MANAGEMENT AGREEMENT

By and Among

[MGMTCO],

a [                ] limited liability company

as Manager,

[OPCO],

a [                ] limited liability company

as Tenant

and

[PROPCO],

a Delaware limited liability company

as Landlord

Dated as of August 31, 2010

TABLE OF CONTENTS

			Page
ARTICLE I.	DEFINITIONS AND EXHIBITS		2
1.1	Definitions		2
1.2	Exhibits		2
ARTICLE II.	APPOINTMENT/TERM		2
2.1	Grant of Authority		2
	2.1.1	Grant of Authority and Duty of Manager	2
	2.1.2	Specific Authorizations	2
2.2	Other Operations of Manager		5
	2.2.1	Operation of Other Managed Resorts	5
	2.2.2	Placement Rights	6
ARTICLE III.	FEES AND EXPENSES		6
3.1	Operating Fees		6
	3.1.1	Base Fee	6
	3.1.2	Incentive Fee	6
3.2	Reimbursements to Manager		7
3.3	Shared Services Charges		8
3.4	Intentionally Omitted		8
3.5	Payment of Fees and Expenses		8
	3.5.1	Due Dates	8
	3.5.2	No Offset	8
	3.5.3	Place and Means of Payment	8
3.6	Application of Payments		8
3.7	Taxes		8
ARTICLE IV.	SHARED SERVICES		9
4.1	Shared Services		9
4.2	Shared Services Charges		9
	4.2.1	Calculation of Shared Services Charges	9
	4.2.2	Allocation of Costs	9
	4.2.3	Right to Pay Third-Party Providers	9
4.3	Modification of Shared Services		9

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TABLE OF CONTENTS

(continued)

			Page
ARTICLE V.	OPERATION OF THE MANAGER OPERATED AREAS		10
5.1	Maintenance and Repair; Capital Improvements		10
	5.1.1	Required Maintenance and Repair and Capital Improvements	10
	5.1.2	ROI Capital Improvements	10
	5.1.3	Compensation to Manager	11
	5.1.4	Remediation of Design or Construction Defect	11
5.2	Operating Personnel		11
	5.2.1	General	11
	5.2.2	Tenant as Employer	11
	5.2.3	Labor Relations	11
	5.2.4	Manager Personnel	11
	5.2.5	Benefit Plans	12
	5.2.6	Corporate Personnel	12
5.3	Bank Accounts		12
	5.3.1	Authority over Bank Accounts	12
	5.3.2	Authorized Signatories	13
	5.3.3	Liability for Loss in Bank Accounts	13
	5.3.4	Disbursement of Funds from Tenant	13
5.4	Purchasing		13
5.5	Parking & Driveway Areas		14
5.6	Use of Affiliates by Manager		14
5.7	Limitation on Manager’s Obligations		14
	5.7.1	Availability of Sufficient Funds	14
	5.7.2	Pre-Existing Conditions and External Events	14
5.8	Ownership of FF&E		15
5.9	Resort Guest Data and Employee Data		15
ARTICLE VI.	CONFIDENTIALITY		15
6.1	General Obligations		15
6.2	Exceptions		16
6.3	Public Statements		16

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TABLE OF CONTENTS

(continued)

			Page
6.4	Survival		17
ARTICLE VII.	BOOKS AND RECORDS		17
7.1	Maintenance of Books and Records		17
7.2	Financial Reports		17
7.3	Certified Financial Reports		17
7.4	Delivery of Reports, Statements and Other Information		18
ARTICLE VIII.	TRANSFERS		18
8.1	Assignments Restricted		18
8.2	Transfers and Permitted Assignments		18
8.5	Effect of Permitted Transfer		19
ARTICLE IX.	INSURANCE AND INDEMNIFICATION		19
9.1	Insurance		19
9.2	Waiver of Liability		19
	9.2.1	WAIVER OF LIABILITY	19
9.3	Indemnification		20
	9.3.1	Indemnification by Tenant	20
	9.3.2	Indemnification by Manager	20
	9.3.3	Insurance Coverage	20
	9.3.4	Indemnification Procedures	20
	9.3.5	Survival	21
ARTICLE X.	RIGHT OF ACCESS		21
10.1	Right of Access		21
ARTICLE XI.	BUSINESS INTERRUPTION		21
11.1	Proceeds of Business Interruption Insurance		21
ARTICLE XII.	CASUALTY OR CONDEMNATION		22
12.1	Casualty		22
12.2	Condemnation		22
ARTICLE XIII.	TERM; DEFAULT AND TERMINATIONS		22
13.1	Term		22

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TABLE OF CONTENTS

(continued)

			Page
13.2	Event of Default by Manager; Tenant’s Right to Terminate Agreement Upon Manager Event of Default and Conditions to Termination		22
	13.2.1	Manager Events of Default	22
	13.2.2	Tenant’s Rights To Terminate Agreement and Conditions to Termination	23
13.3	Event of Default by Tenant; Manager’s Rights to Terminate this Agreement and Conditions to Termination		23
	13.3.1	Tenant Events of Default	23
	13.3.2	Manager’s Rights to Terminate Agreement	24
13.4	Termination Upon Mortgage and Lease Defaults; Diligence Activities; Transition Period; Transition Services		24
	13.4.1	Lease and Loan Defaults	24
	13.4.2	Survival of this Agreement upon Loan Default or Foreclosure	24
	13.4.3	Diligence Activities and Transition Services	25
	13.4.4	Transfer of Resort Guest Data, Employee Data and Tenant Proprietary Information and Systems	26
	13.4.5	Termination following Conclusion of Transition Period	26
13.5	Remedies for Event of Default		26
13.6	Notice of Termination		26
13.7	Actions to Be Taken on Termination		27
	13.7.1	Payment of Expenses for Termination	27
	13.7.2	Payment of Amounts Due to Manager	27
	13.7.3	Surrender of Land	27
	13.7.4	Proprietary Information and Systems	28
	13.7.5	[Reserved]	29
	13.7.6	Equipment Leases for Brand Programs	29
	13.7.7	Bookings and Reservations	29
	13.7.8	Funds in Operating Accounts; Receivables	29
	13.7.9	Progressive Slot Liability	29
	13.7.10	Survival	30
ARTICLE XIV.	RESERVED		30

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TABLE OF CONTENTS

(continued)

			Page
ARTICLE XV.	REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS		30
15.1	Tenant’s and Landlord’s Representations and Warranties		30
	15.1.1	Organization and Authority	30
	15.1.2	Enforceability	30
	15.1.3	Third-Party Approvals and Contracts	30
	15.1.4	Brokers	30
	15.1.5	Litigation	30
15.2	Tenant’s Representations and Warranties		31
	15.2.1	Ownership of Manager Operated Areas and Tenant	31
	15.2.2	Compliance with Laws	31
	15.2.3	Gaming Equipment	31
	15.2.4	Gaming Laws and Anti-Terrorism Laws	31
	15.2.5	Environmental Matters	31
15.3	Manager’s Representations and Warranties		32
	15.3.1	Organization and Authority	32
	15.3.2	Enforceability	32
	15.3.3	Third-Party Approvals and Contracts	32
	15.3.4	Brokers	32
	15.3.5	Litigation	32
	15.3.6	Operating Permits	32
15.4	Intentionally Omitted		32
15.5	ACKNOWLEDGEMENTS		32
	15.5.1	INFORMED INVESTOR	32
	15.5.2	BUSINESS RISKS	33
	15.5.3	NO ADDITIONAL REPRESENTATIONS OR WARRANTIES	33
	15.5.4	NO RELIANCE	33
	15.5.5	LIMITATION ON FIDUCIARY DUTIES	33
	15.5.6	IRREVOCABILITY OF CONTRACT	34
ARTICLE XVI.	GENERAL PROVISIONS		34

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TABLE OF CONTENTS

(continued)

			Page
16.1	Governing Law/Consent to Jurisdiction/Venue		34
16.2	Construction of this Agreement		34
	16.2.1	Claims Limited to Contract	34
	16.2.2	Presumption Against a Party	35
	16.2.3	Severability	35
	16.2.4	Certain Words and Phrases	35
	16.2.5	Headings	35
	16.2.6	Approvals	35
	16.2.7	Entire Agreement	35
	16.2.8	Third-Party Beneficiary	36
	16.2.9	Time of the Essence	36
	16.2.10	Remedies Cumulative	36
	16.2.11	Amendments; Assignments	36
	16.2.12	Survival	36
16.3	Limitation on Manager’s Liabilities		36
	16.3.1	Projections	36
	16.3.2	Approvals and Recommendations	37
16.4	Waivers		37
16.5	Notices		37
16.6	Tenant’s Representative		38
16.7	No Recordation		38
16.8	Further Assurances		39
16.9	Relationship of the Parties		39
16.10	Force Majeure		39
16.11	Terms of Other Management Agreements		39
16.12	Foreign Corrupt Practices Act		40
16.13	Execution of Agreement		40
16.14	Governmental Approvals		40
	16.14.1	Execution of Agreement Subject to Governmental Approvals	40
	16.14.2	Modification of Agreement	40

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TABLE OF CONTENTS

(continued)

		Page
16.14.3	Gaming Requirements	41
16.14.4	Gaming Laws	41
16.14.5	Effective Date	41

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EXHIBITS

Exhibit “A”	Definitions
Exhibit “B”	Other CMBS Entities
Exhibit “C”	Environmental Disclosures

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HOTEL AND CASINO MANAGEMENT AGREEMENT

This HOTEL AND CASINO MANAGEMENT AGREEMENT (this “Agreement”) is dated as of August 31, 2010 but is effective as of the Effective Date (as defined below), and is made and entered into by and among [OPCO], a [                ] limited liability company, or its successors and assigns (“Tenant”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109, [PROPCO], a Delaware limited liability company, whose address as of the date hereof is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109 and [MGMTCO], a [                ] limited liability company, or its successors and assigns (“Manager”), whose address is c/o Harrah’s Entertainment, Inc., One Caesars Palace Drive, Las Vegas, Nevada 89109. Tenant, Landlord (as defined below) and Manager are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”

RECITALS

A. Landlord owns, and Tenant holds a leasehold interest in, that certain real property (the “Land”), and Tenant owns or holds a leasehold interest in related assets, in each case located at [                    ] upon which a luxury hotel and casino resort complex commonly known as “[                ] Resort & Casino” (the “Resort”) exists.

B. Manager is a wholly-owned subsidiary of Harrah’s Entertainment, Inc., a Delaware corporation (“HET”), which has, through its subsidiaries, experience in conducting gaming, hotel and related businesses.

C. Substantially contemporaneously with the execution of this Agreement, Manager is entering into that certain Second Amended and Restated Shared Services Agreement (the “Shared Services Agreement”), by and among Manager, Harrah’s Operating Company, Inc., a Delaware corporation and a direct subsidiary of HET (“HOC”) and the other parties thereto, with respect to the provision by HOC of certain shared (including centralized) services to and on behalf of Manager (among others).

D. Substantially contemporaneously with the execution of this Agreement, Manager is entering into that certain (i) Trademark License Agreement (the “Property-Specific License Agreement”), by and among Manager, Tenant and Landlord, for the right of Manager and Tenant to use certain intellectual property specific to the Resort and (ii) Amended and Restated License Agreement (the “System License Agreement”), by and among Manager, Tenant, Landlord and Harrah’s License Company, LLC, a Nevada limited liability company (“HLC”), for the right of Manager, Tenant and Landlord to use certain intellectual property of HLC and/or its Affiliates (as defined below).

E. Tenant desires to engage Manager to manage and operate the Resort, and Manager desires to operate the Resort, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, Tenant, Landlord and Manager agree as follows:

ARTICLE I.

DEFINITIONS AND EXHIBITS

1.1 Definitions. All capitalized terms used without definition in this Agreement shall have the meanings assigned to such terms in Exhibit “A” attached hereto and by this reference incorporated herein.

1.2 Exhibits. The exhibits listed in the table of contents and attached hereto are incorporated in, and deemed to be an integral part of, this Agreement.

ARTICLE II.

APPOINTMENT/TERM

2.1 Grant of Authority.

2.1.1 Grant of Authority and Duty of Manager. Tenant hereby grants to Manager the exclusive right, authority and discretion, and instructs Manager, during the Term, to take, and Manager shall take, all such actions for and on behalf of Tenant as are reasonably necessary or advisable to Operate the Manager Operated Areas subject to any and all limitations set forth in this Agreement and at all times in accordance with each of the following: (a) the System Standards; (b) the requirements and limitations set forth in this Agreement; (c) the requirements and limitations set forth in the Operating Leases; (d) the Proprietary Information and Systems, (e) the Operating Permits and (f) the Legal Requirements. For the avoidance of doubt but subject to Section 2.2 below, in no event shall Manager be responsible for, or have liability in connection with, the operation or management of any Third-Party Operated Areas. Subject to and in accordance with the foregoing and the Property-Specific License Agreement, the System License Agreement and the Shared Services Agreement, Manager shall have the sole authority and responsibility to (i) determine operating policy, standards of Operation, quality of service, the maintenance and, subject to the limitations on the obligation of Tenant to make Capital Improvements hereunder, the physical appearance of the Hotel and any other matters affecting operations and management; and (ii) supervise and direct all phases of advertising, sales, and business promotion for the Manager Operated Areas specifically and the Resort generally.

2.1.2 Specific Authorizations. Without limiting the generality of the authority granted to Manager in Section 2.1.1 and subject to the limitations set forth in Section 2.1.1 and Section 5.7, Manager is specifically authorized to:

(a) establish rates for the usage of all guest rooms and other Manager Operated Areas, including all: (i) room rates for individuals and groups; (ii) charges for room service, food and beverage; (iii) charges for recreational and other guest amenities at the Manager Operated Areas (consistent with the corporate policy applicable to the Other Managed Resorts); (iv) policies with respect to Complimentaries and other services at the Manager Operated Areas; (v) billing policies (including entering into agreements with credit card organizations); (vi) price and rate schedules; and (vii) rents, fees and charges for all leases, concessions or other rights to use or occupy any public space in the Manager Operated Areas;

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(b) establish all policies and procedures for Gaming Operations at the Casino;

(c) supervise and direct the collection of income of any nature from the Operation of the Manager Operated Areas and issue receipts with respect to, and use reasonable efforts to collect all charges, rent and other amounts due from guests, lessees and concessionaires of the Manager Operated Areas, and use those funds, as well as funds from other sources as may be available to the Manager Operated Areas, in accordance with this Agreement;

(d) use reasonable efforts to collect and account for and remit to Governmental Authorities all applicable Gaming, sales, use, gross receipts, value added, LET, excise or similar Taxes and all other Taxes, assessments, duties, levies and charges imposed by any Governmental Authority and collectible by the Manager Operated Areas directly from Gaming customers, patrons or guests (including those Taxes based on the sales price of any goods, services, or displays, gross receipts or admissions);

(e) supervise and purchase or lease, or arrange for the purchase or lease of, all FF&E and Supplies that Manager determines to be necessary or advisable for the Operation of the Manager Operated Areas in accordance with this Agreement; provided, however, Tenant shall have the sole obligation and responsibility to purchase, lease or otherwise acquire all Gaming Equipment for the Casino;

(f) negotiate, enter into and administer, in the name of Tenant, all service contracts and licenses Manager deems necessary or advisable for the Operation of the Manager Operated Areas including, without limitation, contracts and licenses for (i) health and life safety systems; (ii) maintenance of all electrical, mechanical, plumbing, HVAC, elevator, boiler and all other building systems; (iii) electricity, gas, telecommunications (including television and internet service); (iv) cleaning, laundry and dry cleaning; (v) use of copyrighted materials (including music and videos); and (vi) entertainment;

(g) negotiate, enter into and administer, in the name of Tenant, contracts for the use of the Manager Operated Areas by individuals and groups;

(h) at the request of Tenant, negotiate and administer, in the name of Tenant, licenses and concession agreements for the right to use or occupy any public space within the Manager Operated Areas, including any retail, office or lobby space;

(i) institute in its own name, or in the name of Tenant or the Manager Operated Areas, all legal actions or proceedings to (i) collect charges, rent, or other income derived from the Manager Operated Areas’ Operations; (ii) oust or dispossess guests, tenants or other Persons in possession therefrom (excluding any Third-Party Operator); or (iii) terminate any license or concession agreement for the breach thereof or default thereunder by the tenant, licensee or concessionaire (excluding any Third-Party Operating Agreement);

(j) take actions to challenge, protest, appeal and/or litigate to final decision in any appropriate court or forum any Applicable Laws affecting the Manager Operated Areas or any alleged non-compliance with, or violation of, any Applicable Law, provided that the non-compliance with, or violation of, Applicable Law during such challenge, protest,

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appeal or litigation does not result in the closing of the Manager Operated Areas or any material portion or material facility of the Manager Operated Areas, and does not impose any material risk of criminal or civil liability on Manager or Tenant;

(k) appoint counsel, defend, and control any and all legal actions or proceedings (i) in which Manager is a named party; (ii) that relate to legal actions or proceedings involving multiple Other Managed Resorts; (iii) that relate to compliance with the requirements of Gaming Laws; or (iv) that relate to policies, procedures or business practices of Manager or its Affiliates; provided, however, that (A) in determining what portion, if any, of the cost of any legal actions or proceedings described in clause (i), (ii) or (iii) above is to be allocated to the Manager Operated Areas, due consideration shall be given to the potential impact of such legal action or proceeding on the Manager Operated Areas as compared with the potential impact on Manager or its Affiliates or on Other Managed Resorts; and (B) if Tenant is also a named party in such legal actions or proceedings, or if such legal actions or proceedings also relate to portions of the Resort other than or in addition to the Manager Operated Areas, Tenant shall have the right to appoint separate counsel to prosecute and defend its interests, such appointment being at Tenant’s sole cost or expense unless the underlying legal action or proceeding relates to the Operation (as opposed to the ownership) of the Manager Operated Areas, in which case such cost (or an equitable portion thereof, to the extent the action or proceeding also relates to other portions of the Resort) shall be treated as an Operating Expense;

(l) take such actions within Manager’s reasonable control as Manager determines to be necessary or advisable to comply with (i) all Applicable Laws (provided, however, Manager shall not be a guarantor of the Resort’s compliance with such Applicable Laws); and (ii) the terms of all insurance policies;

(m) in conjunction with the “Total Rewards” program or such other player development programs implemented at the Resort, provide Complimentaries and accept Markers from Casino customers in accordance with its promotion of Gaming Operations at the Resort; provided, however, in the exercise of its reasonable business judgment and in conjunction with player development programs, Manager shall obtain from patrons receiving Markers, to the extent permitted, and in accordance with [                ] Gaming Laws, appropriate documentation in accordance with overall Markers policies established for the Casino from time to time;

(n) collect all charges, rents, Markers and other amounts due on account of the Casino and pursue all remedies available pursuant to Applicable Laws and/or the terms and conditions of relevant contracts, as applicable and necessary, from the Casino guests, patrons, tenants, subtenants, and other parties providing exclusive services and concessionaires;

(o) subject to in all respects the terms and conditions of the Operating Leases and the CMBS Financing Documents, exercise authority over Tenant’s Operating Account for the Casino, which will have Working Capital sufficient to Operate and safely cover all initial wagers and payouts and allocate funds from the Operating Accounts for any further Working Capital necessary to cover and maintain the funds necessary and required to Operate the Casino and the Gaming Operations therein in accordance with Applicable Laws (including, without limitation, [            ] Gaming Laws) and otherwise as permitted for steady play and operation by ordinary and high-roller player categories;

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(p) upon notice and at the expense of Tenant (and not as an Operating Expense), prepare or coordinate the preparation of all financial reports required under ARTICLE VII;

(q) at the request and expense of Tenant (and not as an Operating Expense), take actions within Manager’s reasonable control to discharge any lien, encumbrance or charge against the Manager Operated Areas or any component of the Manager Operated Areas;

(r) supervise and maintain reasonably complete books of account and records relating to or reflecting the results of Operation of the Manager Operated Areas specifically, and the Resort and Tenant generally, in accordance with the CMBS Financing Documents, [            ] Gaming Laws, GAAP and, to the extent applicable, the Uniform System;

(s) incur indebtedness in the name and on behalf of Tenant including trade payables for goods and services incurred in the ordinary course of business in the Operation of the Manager Operated Areas, to the extent permitted under the CMBS Financing Documents;

(t) use reasonable efforts to keep the Manager Operated Areas and the FF&E in good operating order, repair and condition, consistent with System Standards, including making necessary replacements, improvements, additions and substitutions thereto in accordance with this Agreement and the Operating Lease;

(u) take such actions as are customary and usual in the Operation of the Manager Operated Areas in accordance with the Operating Standard; and

(v) take such actions as Manager deems necessary or advisable to perform all duties and obligations required to be performed by Manager under this Agreement.

2.2 Other Operations of Manager.

2.2.1 Operation of Other Managed Resorts. Tenant acknowledges that it has selected Manager to Operate the Manager Operated Areas on behalf of Tenant in substantial part because of Manager’s, and Affiliates of Manager’s, management and operation of a chain of first-class hotels and resorts. Tenant further acknowledges that it has determined, on an overall basis, that the benefits of (a) utilizing Manager’s and its Affiliates’ expertise, especially in the [            ] market; and (b) having the Resort operated as part of the Managed Resorts are substantial, notwithstanding that all hotels owned, Operated and/or managed by Manager might not benefit equally. Tenant acknowledges that Manager and/or its Affiliates presently own and manage various hotel and casino properties around the world including those located within the State of Nevada and in Las Vegas or Clark County (i.e., [Caesars Palace, Harrah’s Las Vegas, Harrah’s Laughlin, Flamingo Las Vegas, Rio Las Vegas, Paris Las Vegas, Bally’s Las Vegas, Bill’s Gamblin’ Hall and Saloon, Planet Hollywood and Imperial Palace]) and in Atlantic City,

5

New Jersey (i.e., [Harrah’s Atlantic City, Showboat Atlantic City, Bally’s Atlantic City and Caesars Atlantic City]), which may directly or indirectly compete with the business of the Hotel. Tenant further acknowledges that in certain respects all hotels and casinos compete on a national, regional and local basis with other hotels and casinos, and that conflicts may, from time to time, arise between the Hotel and the Casino and/or the Resort and the Other Managed Resorts. Accordingly, provided that Manager is at all times operating the Resort in compliance with the Operating Standard, Tenant shall have no right to object to and hereby waives any conflict in the ownership and Operation by Manager or its Affiliates of any and all Other Managed Resorts (including the Other Managed Resorts). In furtherance of the foregoing, Manager shall have no obligation to minimize conflict between the Resort and the Other Managed Resorts but intends to proceed, in its Operation of the Manager Operated Areas and in the operation and management of the Other Managed Resorts, in a good faith manner and in a manner reasonably deemed to serve the overall best interests, on a long term basis, of the Managed Resorts as a group. The Parties agree that this Section 2.2 shall constitute the entirety of Manager’s obligations with respect to any such potential conflicts of interest regarding competition between the Hotel and the Casino and/or the Resort and the Other Managed Resorts.

2.2.2 Placement Rights. Subject to the Property-Specific License Agreement and that certain license agreement by and between Landlord and HLC for the right for HLC to use certain intellectual property specific to the Resort, Manager and its Affiliates shall have the right to include the Resort in marketing programs (including any marketing program included as part of Centralized Services and any specific marketing program for the Resort) carried out in conjunction with the Other Managed Resorts and, as more specifically described in Section 2.1.2 above, promote and/or advertise its Other Managed Resorts at the Resort including, without limitation, using any “Harrah’s” trade name or any Trademarks licensed pursuant to the System License Agreement. Manager shall request, pursuant to the Shared Services Agreement, that HOC advertise the Resort in a manner which is not materially different than with respect to the hotels/casinos comprising the Other Managed Resorts in [                ].

ARTICLE III.

FEES AND EXPENSES

3.1 Operating Fees.

3.1.1 Base Fee. As consideration for Manager’s services during the Term, Tenant shall pay to Manager a base fee each fiscal month (the “Base Fee”) equal to the Allocable Percentage multiplied by two percent (2%) of Revenue during such fiscal month following the Effective Date and thereafter until the expiration or earlier termination of the Term.

3.1.2 Incentive Fee. In addition to the Base Fee, Tenant shall pay to Manager each fiscal month an incentive fee (the “Incentive Fee”) equal to the Allocable Percentage multiplied by five percent (5%) of EBITDAM for such fiscal month.

Notwithstanding the foregoing, the payment of the Operating Fees shall be subject to the limitations and adjustments set forth in Section 5.1.22(u) of the Mortgage Loan Agreement (including the Performance Threshold set forth therein and the minimum and maximum amounts

6

payable thereunder in certain circumstances). For the avoidance of doubt, with respect to any Subject Fees not paid to Manager hereunder as a result of the limitations in such Section 5.1.22(u) of the Mortgage Loan Agreement, such Subject Fees will be deposited by Tenant into the Blocked Account (as defined in the Mortgage Loan Agreement) pursuant to the terms of the Mortgage Loan Agreement (which shall be applied subject to and in accordance with terms of the Mortgage Loan Agreement). In the event the Subject Fees are released from the Blocked Account to Tenant pursuant to the terms of the Mortgage Loan Agreement, Tenant shall promptly deliver such Subject Fees to Manager.

3.2 Reimbursements to Manager. Tenant shall promptly reimburse Manager for any and all reasonable costs and expenses (without duplication) actually incurred by Manager in the performance of its duties and obligations hereunder and/or in connection with this Agreement to the extent consistent with past practice of Tenant’s Operation of the Premises prior to the date hereof (whether incurred on behalf of Tenant or otherwise) (in each case, all of which shall be treated as “Operating Expenses”, “Capital Expenditures,” or otherwise, as the case may be, hereunder) including the following:

(a) the Operating Personnel Costs paid by Manager or its Affiliates in connection with the Operating Personnel;

(b) the Operating Personnel Costs payable to all employees of Manager and its Affiliates while working on an assignment for the benefit of the Resort, Tenant or its Affiliates;

(c) lodging and travel expenses of all employees of Manager and its Affiliates actually and reasonably incurred in performing Manager’s duties hereunder and/or in connection with this Agreement in accordance with Manager’s standard corporate travel policy as in effect (and delivered to Tenant) from time to time (the “Corporate Travel Policy”);

(d) the expenses paid or reimbursed by Manager or its Affiliates to all independent consultants to the extent of services rendered for the benefit of the Resort;

(e) payments made or incurred by Manager or its Affiliates, or its or their employees, to third-parties for goods and services in the Operation of the Hotel;

(f) all taxes and similar assessments (other than Manager’s income, profits or gains taxes) levied against any reimbursements payable to Manager under this Agreement for expenses incurred for Tenant’s account, including the reimbursable expenses described in this Section 3.2;

(g) reasonable out-of-pocket legal fees incurred by Manager in connection with the Operation of the Manager Operated Areas; and

(h) all other expenditures which are authorized, permitted or required under the provisions of this Agreement which have been paid or funded by Manager on Tenant’s behalf.

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For the avoidance of doubt, (i) to the extent that any Operating Personnel Costs or other cost or expense reimbursable to Manager or its Affiliates are not incurred solely for the benefit of the Resort, only the prorated portion thereof appropriately allocable to the Resort shall be charged to Tenant and (ii) any reimbursable costs shall be charged to Tenant without mark-up or premium of any kind or nature. In addition, in no event shall Tenant have any obligation to pay Manager (or reimburse Manager for) any cost or expense more than once, however classified or categorized.

3.3 Shared Services Charges. Tenant shall pay the Shared Services Charges in arrears for all Shared Services as described in Section 4.2 for the Manager Operated Areas for the immediately preceding Invoice Period. Manager shall apply such Shared Services Charges to the applicable Shared Services.

3.4 Intentionally Omitted.

3.5 Payment of Fees and Expenses.

3.5.1 Due Dates. The Operating Fees, Reimbursable Expenses and Shared Services Charges, each as calculated herein, shall be due to Manager within ten (10) days after Tenant’s receipt of an invoice evidencing the current amount of Operating Fees, Reimbursable Expenses and/or Shared Services Charges due and owing for the period set forth in the respective invoice (the “Invoice Period”), including any outstanding unpaid amounts owed to Manager from prior Invoice Periods. Operating Fees shall be invoiced monthly in arrears.

3.5.2 No Offset. All payments by Tenant under this Agreement and all related agreements between the Parties or their respective Affiliates shall be made pursuant to independent covenants, and Tenant shall not set off any claim for damages or money due from Manager or any of its Affiliates to Tenant.

3.5.3 Place and Means of Payment. All fees and other amounts due to Manager or its Affiliates under this Agreement shall be paid to Manager in U.S. Dollars, in immediately available funds, at the location(s) specified by Manager from time to time. Manager may pay such fees and other amounts owed to Manager or its Affiliates directly from the Operating Account and if sufficient funds are not then available in the Operating Account Tenant will promptly provide sufficient funds therefor upon the request of Manager. In addition, Manager may require that any such payments be effected through electronic debit/credit transfer of funds programs specified by Manager from time to time, and Tenant agrees to execute such documents (including independent transfer authorizations), pay such fees and costs and do such things as Manager reasonably deems necessary to effect such transfers of funds.

3.6 Application of Payments. All payments by Tenant, or Manager on behalf of Tenant, pursuant to this Agreement and all related agreements shall be applied as designated by Manager.

3.7 Taxes. Without duplication, Tenant shall pay to Manager an amount equal to any Gaming, sales, use, gross receipts, value added, LET, excise or similar tax assessed against Manager by any Governmental Authority that is calculated on Reimbursable Expenses or Shared Services Charges required to be paid by Tenant under this Agreement (but not, for avoidance of doubt, the Operating Fees), other than income or franchise taxes assessed against Manager.

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ARTICLE IV.

SHARED SERVICES

4.1 Shared Services. Tenant acknowledges that (a) certain shared (including centralized) services, including Services and Centralized Services (both as defined in the Shared Services Agreement) (the “Shared Services”) are provided or made available to a majority of the Other Managed Resorts, including the Other CMBS Entities; (b) the Shared Services are an essential element in maintaining uniformity in the Operation of the Other Managed Resorts, as applicable; and (c) such Shared Services are being provided to Manager (and the Other CMBS Entities) by HOC for the benefit, in the case of Manager only, of the Resort pursuant to the Shared Services Agreement. Manager intends to provide the Shared Services (provided by HOC to Manager pursuant to the Shared Services Agreement) to the Resort in a first-class manner which is not materially less favorable than those provided to the Other Managed Resorts in Las Vegas and Atlantic City. Any Shared Services to be provided under this Agreement or the Shared Services Agreement may be provided by Manager, HOC or an Affiliate of either of them, or at locations other than the Manager Operated Areas, or by a third party designated by Manager, HOC or an Affiliate of either of them (the “Third-Party Centralized Services”). Tenant and Manager acknowledge and agree that the Manager Operated Areas shall participate in all Shared Services as determined by Manager, and Tenant shall pay all Shared Services Charges for, and comply with all terms and requirements of, such Shared Services in accordance with the provisions of the Shared Services Agreement.

4.2 Shared Services Charges.

4.2.1 Calculation of Shared Services Charges. The amounts charged to the Manager Operated Areas for the Shared Services (the “Shared Services Charges”) shall be (i) the amounts charged by HOC to Manager pursuant to the Shared Services Agreement and (ii) the actual amounts, if any, charged to Manager for any Third-Party Centralized Services.

4.2.2 Allocation of Costs. Tenant acknowledges that from time to time there might be a current surplus or current deficit of funds for any one (1) or more Shared Services, and that any retention of funds for use at a later date (including interest earned thereon) shall not constitute a profit. Tenant acknowledges that the charges for Third-Party Centralized Services may include a profit component to such third party.

4.2.3 Right to Pay Third-Party Providers. Manager shall have the right (but not the obligation) to pay (directly or through an Affiliate) any amounts due to a third party for any Third-Party Centralized Services provided to the Manager Operated Areas, in which case, notwithstanding anything to the contrary in this Agreement, such amounts shall be deemed to be Reimbursable Expenses for all purposes under this Agreement.

4.3 Modification of Shared Services. Tenant acknowledges that the Shared Services are an integral part of Manager’s and its Affiliates’ operation of the Other Managed Resorts, including the Other CMBS Entities, and Manager and its Affiliates need the flexibility to modify

9

the Shared Services to respond to market trends, customer demands, economic conditions, technological advances and other factors affecting the operation of Other Managed Resorts, including the Other CMBS Entities, as they may change from time to time. Accordingly, Tenant and Landlord acknowledge that the Shared Services may be modified from time to time pursuant to the terms of the Shared Services Agreement.

ARTICLE V.

OPERATION OF THE MANAGER OPERATED AREAS

5.1 Maintenance and Repair; Capital Improvements.

5.1.1 Required Maintenance and Repair and Capital Improvements. Without limiting any right of Manager hereunder, Manager, at Tenant’s expense, shall have the authority to perform all ordinary maintenance and repair and all such Routine Capital Improvements and Building Capital Improvements (a) as Manager determines are necessary or advisable to keep the Manager Operated Areas in material compliance with the Operating Standard; and (b) as Manager determines are necessary or advisable to comply with, and cure or prevent the violation of, any Applicable Laws; provided, that, notwithstanding anything to the contrary in this Section 5.1, from and after the Transition Period Commencement Date (as hereinafter defined) Manager will no longer have the authority to perform any Capital Improvement of any kind, including ROI Capital Improvements described in Section 5.1.2, Building Capital Improvements and Routine Capital Improvements, in each case without the prior approval of Landlord (with the consent of Mortgagee) or Mortgagee unless otherwise required by Applicable Law.

5.1.2 ROI Capital Improvements. Without limiting any right of Manager hereunder, Manager, at Tenant’s expense, shall have the authority to perform all ROI Capital Improvements, subject to Section 5.1.1. Tenant shall not make any ROI Capital Improvements or other capital improvements, without the prior written consent of Manager in each instance, not to be unreasonably withheld, conditioned or delayed. If, at any time during the Term, Manager determines that any capital improvement within the Resort does not, or when constructed will not, comply in all material respects with System Standards, Manager shall be entitled (but not obligated) to provide notice of such determination to Tenant (a “System Standards Deficiency Notice”). Within fifteen (15) days after receipt of any System Standards Deficiency Notice, Tenant shall respond in detail to such allegation. In furtherance of the foregoing:

(a) Tenant represents and warrants to Manager that the Resort, as of the Effective Date, will meet the Physical Standards and that the Resort complies with the Physical Standards as required thereunder. With respect to the Operating Standards, Tenant acknowledges and agrees that Manager and its Affiliates have the exclusive rights to modify the Operating Standards, from time to time, in Manager’s and its Affiliates’ sole discretion; provided that any such modification (i) does not reduce the Operating Standard of the Resort to a standard of quality that is lower than the Operating Standard in effect as of the date hereof and (ii) otherwise complies with Tenant’s obligations under the Operating Leases; and

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(b) in the event of any change in Operating Standards or the Physical Standards which would necessitate any Routine Capital Improvement or ROI Capital Improvement, Manager shall provide Tenant with a written description of any material changes to the respective System Standards and, if available at such time, the estimated cost of such changes, and Tenant shall be obligated to fund any modifications, upgrades, replacement or introduction of computers (i.e., hardware and software), telecommunications and technology systems that are required for the Managed Resorts to interface with Manager and the Other Managed Resorts (e.g., hardware and software needed for the operation of Manager’s reservations systems) in accordance with the policies or programs implemented by Manager for such items (including, without limitation, with respect to the timing of such implementation).

5.1.3 Compensation to Manager. In the event that Manager agrees to perform all supervisory services necessary to carry out ROI Capital Improvements (e.g., replacement of roof, driveways, elevators, HVAC, or that require other structural changes or alterations to the Resort, etc.), Manager shall be paid a market supervisory fee in connection therewith in an amount to be mutually agreed upon between Tenant and Manager, and Manager shall have the authority to complete such ROI Capital Improvements. In the event Manager elects to have a third party perform or supervise such ROI Improvements, such third party shall be selected by Manager.

5.1.4 Remediation of Design or Construction Defect. If the design or construction of the Manager Operated Areas is defective, and the defective condition presents a risk of injury to persons or damage to the Manager Operated Areas or other property, or results in non-compliance with the System Standards or Applicable Law, then Manager shall have the authority to perform all work necessary to remedy such design or construction defect in the Manager Operated Areas. Tenant acknowledges that such work shall be performed at Tenant’s expense.

5.2 Operating Personnel.

5.2.1 General. Manager shall, in its sole discretion, be responsible for directing the hiring, discharging, promoting, supervising, training and compensating of the Executive Personnel and the Operating Personnel.

5.2.2 Tenant as Employer. All Operating Personnel shall be employees of Tenant. All Operating Personnel Costs shall be paid on behalf of Tenant by Manager, and shall be Operating Expenses paid to Manager by Tenant out of the Payroll Account(s) or, if advanced by Manager (which Manager shall have no obligation to do), then the advancement of funds by Manager shall be treated as a reimbursable expense as set forth in Section 3.2.

5.2.3 Labor Relations. Manager is hereby delegated with responsibility on Tenant’s behalf to negotiate with any labor unions representing the Operating Personnel. Any collective bargaining agreement or labor contract resulting therefrom shall be executed by Tenant as the employer of the Operating Personnel. In addition, it is understood that Manager shall have the right to appoint labor counsel for any such labor negotiations.

5.2.4 Manager Personnel. Provided that Manager is Operating the Resort in accordance with the Operating Standard and is otherwise in compliance in all material respects with all of the terms and conditions of this Agreement, Manager shall have the right to allocate

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the services and time of any Operating Personnel between the Manager Operated Areas and (a) Other Managed Resorts, and/or (b) the local, regional or central office(s) of Manager, its Parent Company and their respective Affiliates. In addition, Manager may assign its (or its Affiliates’) employees from Other Managed Resorts or from its corporate offices to the Resort.

5.2.5 Benefit Plans.

(a) Manager shall have the right (but shall not be required) to provide eligible Operating Personnel who are not covered by collective bargaining or similar arrangements with benefits of: (i) incentive plans; (ii) pension, profit sharing or other employee retirement plans; and (iii) disability, health, welfare or other benefit plans now or hereafter applicable to employees of Other Managed Resorts. Manager shall charge the Resort with the Resort’s pro rata share of the costs and expenses of such plans allocated to the Resort equitably and otherwise on the same basis as allocated to participating Other Managed Resorts.

(b) Manager may (but shall not be required to) provide benefits and allow participation in such plans on whatever modified basis as it may determine appropriate under the circumstances and may waive any waiting period or any preconditions to coverage or participation otherwise applicable to such employees. No statement, promise, representation or warranty regarding the terms of such plans or the participation or coverage of employees shall be enforceable, binding or effective in any way unless made in writing and signed by an authorized representative of Manager.

5.2.6 Corporate Personnel. Tenant shall reimburse Manager or its Affiliates for all reasonable out-of-pocket costs and expenses (including travel, lodging, food and beverage consumption) incurred by any Corporate Personnel in accordance with the Corporate Travel Policy who travel to the Manager Operated Areas to perform technical assistance or other services pursuant to the terms of this Agreement and/or at the request of Manager.

5.2.7 Whenever applicable in this Section 5.2, costs and expenses will apply only to the prorated portion thereof as are appropriately allocable to the Operation of the Resort in accordance with this Agreement, the Operating Leases and the Shared Services Agreement.

5.3 Bank Accounts.

5.3.1 Authority over Bank Accounts. Subject in all respects to the terms and conditions of the Operating Leases and the CMBS Financing Documents, Manager shall have operational authority (including signatory authority) over Tenant’s existing bank accounts (the “Bank Accounts”), which Bank Accounts shall be in the name of Tenant, doing business as “[                ]”, shall be owned by Tenant and shall use the taxpayer identification number of Tenant. Tenant shall take such actions necessary to establish such authority. The Bank Accounts may include:

(a) one (1) or more accounts for the purposes of collecting all funds received in the Operation of the Manager Operated Areas (collectively, the “Operating Account”); and

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(b) one (1) or more accounts into which amounts sufficient to cover all Operating Personnel Costs shall be deposited from time to time by Manager (by transfer of funds from the Operating Account) or Tenant (if sufficient funds are not then available in the Operating Account) (collectively, the “Payroll Account”).

5.3.2 Authorized Signatories. Subject in all respects to the terms and conditions of the Operating Leases and the CMBS Financing Documents, Manager’s designees shall be the only Persons authorized to draw funds from the Bank Accounts, and Manager shall be entitled to make deposits in all of the Bank Accounts in accordance with this Agreement and Manager’s standard accounting policies and practices for substantially all of the Other Managed Resorts.

5.3.3 Liability for Loss in Bank Accounts. Tenant shall bear all losses suffered in any of the Bank Accounts, or in any investment of funds into any such Bank Account, and Manager shall have no liability or responsibility for such losses.

5.3.4 Disbursement of Funds from Tenant. Subject in all respects to the terms and conditions set forth in the CMBS Financing Documents and the Operating Leases, Manager shall have, and Tenant shall cause Manager to have, authority to access and direct all funds then on deposit in the Collection Account and/or the Cash Management Account (as defined in the Mortgage Loan Agreement) (which may constitute “Operating Accounts” hereunder). Subject to the terms and conditions set forth in the CMBS Financing Documents, Manager shall have the authority to cause the disbursement of funds on deposit in the Operating Account in connection with Manager’s management and operation of the Resort as set forth herein.

5.4 Purchasing. Manager or its Affiliates may, in its discretion, make centralized purchasing programs available to the Managed Resorts (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager shall make its Purchasing Program available to the Resort on terms not materially different that those offered to Other Managed Resorts (including the Other CMBS Entities) in Nevada or New Jersey. Manager may elect, in its discretion, but subject to the terms of this Section 5.4, to purchase any FF&E and Supplies for the Operation of the Manager Operated Areas from a Purchasing Program maintained by Manager or its Affiliates, provided that Manager shall use reasonable efforts to ensure the total cost of goods and services (including any mark-up, expense, fees and/or other remuneration attributable to providing such services and net of any discounts or rebates which would have been available) determined as a whole and on an annual basis is generally on terms no less favorable to Tenant than that which would be available through unrelated third-party vendors in an arm’s-length transaction. Tenant acknowledges and agrees that Manager and its Affiliates shall have the right, from time to time, to (a) modify the fees, costs or terms of any such Purchasing Program, including adding FF&E and Supplies to, and deleting FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program; (c) subject to this Section 5.4, receive payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases; and (d) subject to this Section 5.4, own or have investments in such suppliers. Subject to the foregoing, Manager reserves the right to offer FF&E and Supplies for sale to hotel and casino owners and other Persons and to designate itself and/or any of its Affiliates as the sole supplier for any FF&E and Supplies.

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5.5 Parking & Driveway Areas. In the event that at any time during the Term, the Parking & Driveway Areas are not included as part of the Manager Operated Areas, Manager shall have the right to approve the arrangements for such Operation, including the identity of any Third-Party Operator and in any event, Tenant shall ensure that sufficient parking within the Parking & Driveway Areas is made available for the Operation of the Manager Operated Areas, in locations and on terms reasonably approved by Manager.

5.6 Use of Affiliates by Manager. In performing its obligations under this Agreement, Manager from time to time may use the services of one (1) or more of its Affiliates. If an Affiliate of Manager performs any of the services Manager is required to provide under this Agreement, Manager shall be ultimately responsible to Tenant for its Affiliate’s performance.

5.7 Limitation on Manager’s Obligations.

5.7.1 Availability of Sufficient Funds. Manager’s obligations under this Agreement are subject in all respects to the availability of sufficient funds from the Operation of the Manager Operated Areas, or which are otherwise provided by Tenant. All costs and expenses of Operating the Manager Operated Areas shall be payable out of funds from the Operating Accounts, or which are otherwise provided by Tenant. In no event shall Manager be obligated to pledge or use its own credit or advance any of its own funds to pay any such costs or expenses for the Manager Operated Areas. Accordingly, notwithstanding anything to the contrary in this Agreement, Manager shall be relieved from its obligations to Operate the Manager Operated Areas in compliance with the Operating Standard and in accordance with this Agreement whenever and to the extent that Manager is prevented or restricted in any way from doing so by reason of (a) the occurrence of a Force Majeure Event; (b) Tenant’s breach of its obligation to provide sufficient funds as required under this Agreement following any foreclosure or deed in lieu of foreclosure under the Mortgage; or (c) any limitation or restriction in this Agreement on Manager’s authority or ability to expend funds in respect of the Manager Operated Areas, but solely to the extent such limitation or restriction prevents Manager from performing its obligations hereunder.

5.7.2 Pre-Existing Conditions and External Events. If any environmental, construction, personnel, real property-related or other problems arise at the Manager Operated Areas during the Term that (a) relate to the Operation or condition of the Manager Operated Areas, or activities undertaken at the Manager Operated Areas or on the Land, prior to the Effective Date; or (b) are caused by or arise from sources outside of the Manager Operated Areas, Manager’s services under this Agreement shall not extend to management of any remediation, abatement or other correction of such problems, and Tenant shall retain full managerial and financial responsibility and liability for and control over the remediation, abatement and correction of such problems, and shall take such actions in a timely manner with as little disturbance or interruption of the use and Operation of the Manager Operated Areas as reasonably practicable. Notwithstanding the foregoing, in the event such problems exist, Manager may elect, in its sole and absolute discretion, to undertake reasonable remediation, abatement and correction efforts; provided, however, if there is a reasonable likelihood that such

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problems could cause criminal or civil liability to Manager or damage to the Manager Operated Areas or injury to persons or property and regardless of whether or not Tenant has requested Manager to take any such curative actions, Manager shall have the right to take all reasonably necessary steps to comply with any Applicable Law, or to avoid criminal or civil liability to Manager, or damage to the Manager Operated Areas or injury to Persons or property; provided, further, that any and all reasonable costs and expenses incurred by Manager in connection therewith shall be paid or reimbursed promptly by Tenant.

5.8 Ownership of FF&E. Tenant and Manager acknowledge and agree that all fixtures, structures and other improvements and all FF&E shall become the property of Landlord upon the terms set forth in Section 5.7 of the Operating Lease.

5.9 Resort Guest Data and Employee Data. Tenant hereby represents, warrants and covenants that through the date hereof it has at all times collected, stored, transmitted, processed and maintained in all material respects all Resort Guest Data and Employee Data in accordance with all Applicable Laws and all privacy policies in place from time to time in connection with the Operation of the Resort and the other Properties. Tenant hereby represents, warrants and covenants that through the date hereof it has at all times collected, stored, transmitted, processed and maintained in all material respects all Resort Guest Data and Employee Data in a manner that would permit Manager and/or Tenant to transfer such Resort Guest Data and Employee Data subject to and in accordance with Section 13.4.4 of this Agreement. Each of Tenant and Manager hereby represents, warrants and covenants that at all times during the term of this Agreement it shall collect, store, transmit, process and maintain in all material respects all Resort Guest Data and Employee Data in accordance with all Applicable Laws and all privacy policies in place from time to time in connection with the Operation of the Resort. Each of Tenant and Manager hereby represents, warrants and covenants that at all times during the term of this Agreement it shall collect, store, transmit, process and maintain in all material respects all Resort Guest Data and Employee Data in a manner that would permit Manager and/or Tenant to transfer such Resort Guest Data and Employee Data subject to and in accordance with Section 13.4.4 of this Agreement. Each of Tenant and Manager agrees and acknowledges that the privacy policies applicable to the Resort Guest Data and Employee Data may not be amended, supplemented or otherwise changed in a manner that would expressly prohibit Manager and/or Tenant from transferring such Resort Guest Data and Employee Data to Landlord or Landlord’s designee in accordance with Section 13.4.4 of this Agreement without the prior written consent of Lender.

ARTICLE VI.

CONFIDENTIALITY

6.1 General Obligations. Each Party shall keep strictly confidential the terms, conditions and provisions of this Agreement and all Manager Confidential Information and Tenant Confidential Information, as applicable. Each Party shall also assure the other that its officers, employees and representatives will keep secret and treat as confidential all such Confidential Information.

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6.2 Exceptions. Section 6.1 shall not apply to information:

(a) which shall become published or otherwise generally available to the public, except in consequence of a willful or negligent act or omission by the recipient party in contravention of the obligations in Section 6.1;

(b) to the extent made available to the recipient party by a third party who is entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other Party or which has been disclosed under an express statement that it is not confidential;

(c) to the extent required to be disclosed by Applicable Laws or by any recognized stock exchange or Governmental Authority or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the disclosure is subject, whether or not having the force of law, provided that the Party disclosing the information shall notify the other Party of the information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure;

(d) which has been independently developed by the recipient Party otherwise than in the course of the exercise of that Party’s rights under this Agreement or the implementation of this Agreement;

(e) which, in order to perform its obligations under or pursuant to this Agreement, either Party is required to disclose to a third party (provided such party agrees to be bound by the same duty of confidentiality);

(f) which is disclosed to any applicable tax authority to the extent required by a legal obligation; or

(g) required to obtain the advice of professionals or consultants who are necessary to perform the services under this Agreement to the applicable standards, financing for the Resort from an institutional lender or investor who is known to be reputable, or in furtherance of a permitted or proposed sale of the Resort to a third party who is known to be reputable (provided any such party agrees to be bound by the same duty of confidentiality and that no Manager Confidential Information will be disclosed to a Prohibited Person).

Each Party acknowledges that the disclosure or unauthorized use of the other Party’s Confidential Information in violation of this ARTICLE VI will cause irreparable injury to Manager and/or its Affiliates, for which monetary damages would not provide an adequate remedy.

6.3 Public Statements. The Parties shall cooperate with each other on all press releases and other public statements relating to the Manager Operated Areas or the Resort and neither Party shall issue any press release or other public statement relating to the Manager Operated Areas or the Resort without the prior written approval of the other Party, except for any public statement required under Applicable Law, provided that Manager may make public statements and press releases regarding the Manager Operated Areas in connection with the Operation of the Manager Operated Areas and in the ordinary course of Manager’s business.

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With respect to any public statement required under Applicable Law, the issuing Party shall provide the other Party with a reasonable opportunity to review and comment upon any such statement prior to its issuance. In addition, either Party may make reference to the Manager Operated Areas, this Agreement and such Party’s business in connection with making Securities Exchange Commission filings, any notice or filing required by the [                ] Gaming Authorities, investor and lender reports and presentations, financing documents and offering materials.

6.4 Survival. The provisions of this ARTICLE VI shall survive any expiry or termination of this Agreement, except that the provisions of Section 6.2(e) and (g) above shall end upon the expiration or termination of this Agreement.

ARTICLE VII.

BOOKS AND RECORDS

7.1 Maintenance of Books and Records. Manager shall keep and maintain or shall cause to be kept and maintained on an Operating Year basis, in accordance with GAAP, proper and accurate books, records and accounts reflecting all of the financial affairs, and all items of income and expense, in connection with the Operation of the Resort. Tenant shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Manager or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Tenant shall desire. All of the financial books and records of the Resort, including books of account and front office records shall be the property of Tenant; provided, however, Manager shall be entitled to retain, at its cost, a copy of such books and records.

7.2 Financial Reports. Manager will furnish, or cause to be furnished, to Tenant on or before sixty (60) days after the end of each fiscal quarter the following items: (i) quarterly and year-to-date operating statements (including Capital Expenditures) noting such information as is necessary and sufficient to fairly represent in all material respects the financial position and results of Operation of the Resort during such quarter, all in form reasonably satisfactory to Tenant; and (ii) a calculation reflecting the Revenues, gross hotel and casino revenues, EBITDAM and Capital Expenditures (allocated between maintenance and growth), in each case for the immediately preceding twelve (12) month period as of the last day of such quarter.

7.3 Certified Financial Reports. Manager will furnish to Tenant annually, within no more than one hundred twenty (120) days following the end of each Operating Year of Manager, a complete copy of the annual financial statements of the Resort, audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Tenant in accordance with GAAP (or such other accounting basis acceptable to Tenant) covering the Resort for such Operating Year and containing statements of profit and loss for the Resort and a balance sheet for the Resort (the “Certified Financial Reports”). All such Certified Financial Reports shall set forth the financial condition and the results of operations for the Resort for such Operating Year, and shall include, but not be limited to, amounts representing Manager’s reasonable and good faith determination of aggregate annual EBITDAM from the Resort and capital expenditures (allocated between maintenance and growth) at the Resort. The Certified Financial Reports, as described above, shall be accompanied by (1) a comparison of the budgeted

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income and expenses and the actual income and expenses for the prior Operating Year, and (2) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Tenant. Any audits performed by or on behalf of Manager (and any audited materials and other information provided to Tenant, as required hereunder in order for Manager to comply with the requirements of this Section 7.3) may be performed with respect to the Managed Resorts on a “combining basis” (so that a single audit of the Managed Resorts, rather than an individual audit for the Resort, may be performed and provided).

7.4 Delivery of Reports, Statements and Other Information. Any reports, statements or other information required to be delivered under this ARTICLE VII shall be delivered (i) in paper form, (ii) via email, or, (iii) if requested by Tenant and within the capabilities of Manager’s data systems without change or modification thereto, in other electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows or Microsoft Excel for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files).

ARTICLE VIII.

TRANSFERS

8.1 Assignments Restricted. Except as otherwise permitted in this ARTICLE VIII, [and approved by the [            ] Gaming Authorities,] neither Tenant nor Manager shall directly or indirectly (i) sell, assign, mortgage, convey, alienate, sublease or otherwise transfer, directly or indirectly, by operation of law or otherwise, this Agreement, (ii) permit any assignment of this Agreement by operation of law, (iii) sell, convey or transfer, directly or indirectly, by operation of law or otherwise, any capital stock, membership interests, partnership interests, trust units, or any other direct or indirect equity interest in Tenant or Manager, in each case if same would result in Tenant or Manager no longer being directly or indirectly at least 50% owned and controlled by HET (provided there shall have been no Transfer of Control in HET) (each of the foregoing, an “Assignment”), without the prior written consent of the other Party (and, other than in connection with an Assignment to a person described in clause (i) of the definition of Alternate Manager, the consent of Mortgagee), which consent may be granted or withheld in such Party’s (or the Mortgagee’s) sole and absolute discretion. Any Assignment by a Party in violation of the terms of this ARTICLE VIII shall be void and of no force or effect as between the Parties and shall constitute an Event of Default. In no event shall an Alternate Manager have the right to earn greater or additional fees or expenses than those set forth in this Agreement.

8.2 Transfers and Permitted Assignments. Landlord shall be permitted to collaterally assign its rights under this Agreement pursuant to the CMBS Financing Documents. Additionally, subject in all respects to the terms and conditions of the CMBS Financing Documents and the Operating Leases, Tenant and Manager agree that any transactions whereby Tenant and Manager continue to be majority owned and controlled by HET (provided there shall have been no Transfer of Control in HET) shall be permitted, provided that immediately prior to such Assignment, no Event of Default (under and as defined in the Operating Lease and the CMBS Financing Documents) shall have occurred and be continuing.

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8.3 If Tenant, Manager, or Mortgagee (to the extent required) consents in writing to an Assignment, (a) Tenant or Manager shall give prior written notice of such Assignment to the other Party and to Mortgagee, (b) any assignee of Tenant’s or Manager’s interest under this Agreement shall be required to execute and deliver an assumption of all obligations of Tenant or Manager hereunder that are applicable to such Assignment, pursuant to an instrument satisfactory to the other Party and to Mortgagee, and (c) any such Assignment shall be conditioned upon obtaining and securing all necessary licenses and Approvals under Gaming Laws and other approvals and consents of Governmental Authorities.

8.4 With respect to any Assignment requiring Tenant, Manager, or Mortgagee’s consent, the other Party and Mortgagee shall be given not less than ten (10) days’ advance written notice of the proposed Assignment, which notice shall be delivered to the other Party and Mortgagee together with (i) a true and complete copy of the proposed instrument(s) of the Assignment, and (ii) such other information and documents as the other Party and Mortgagee may reasonably request or is otherwise required under the CMBS Financing Documents. Tenant or Manager shall pay, on demand, the other Party’s and Mortgagee’s reasonable costs and expenses in connection with their consideration of whether to grant any such consent to an Assignment (but no fee in excess of $750 shall be charged in connection therewith except as set forth in the Mortgage Loan Agreement).

8.5 Effect of Permitted Transfer. Consent to any particular Transfer shall not be deemed to be consent to any other Transfer or a waiver of the requirement that consent be obtained in the case of any other Transfer. Upon any Transfer by Tenant or Manager permitted under this ARTICLE VIII or consented to by the other Party, the transferor shall be relieved of all liabilities and obligations under this Agreement accruing from and after the effective date of such Transfer.

ARTICLE IX.

INSURANCE AND INDEMNIFICATION

9.1 Insurance. At all times during the term of this Agreement, Tenant and Landlord shall maintain, for the benefit of Manager, Mortgagee and Lenders, such insurance policies required pursuant to the Mortgage Loan Agreement. After any foreclosure, deed-in-lieu of foreclosure or similar exercise of remedies under the Mortgage, Landlord shall maintain such insurance policies required under the Mortgage Loan Agreement (regardless of whether the Mortgage Loan Agreement has been terminated) or such other insurance policies as are acceptable to or required by Landlord or Mortgagee.

9.2 Waiver of Liability.

9.2.1 WAIVER OF LIABILITY. AS LONG AS A PARTY AND ANY AFFILIATES REQUESTED BY SUCH PARTY ARE A NAMED INSURED OR ADDITIONAL INSURED UNDER THE OTHER PARTY’S INSURANCE POLICIES, OR THE POLICIES OTHERWISE PERMIT IF SUCH PARTY OR ITS AFFILIATES ARE NOT SO NAMED, SUCH PARTY HEREBY RELEASES THE OTHER PARTY, AND ITS AFFILIATES, AND ITS AND THEIR TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND THE SUCCESSORS AND ASSIGNS OF

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EACH OF THE FOREGOING, FROM ANY AND ALL LIABILITY, DAMAGE, LOSS, COST OR EXPENSE INCURRED BY THE RELEASING PARTY, WHETHER OR NOT DUE TO THE NEGLIGENT OR OTHER ACTS OR OMISSIONS OF THE PERSONS SO RELEASED TO THE EXTENT SUCH LIABILITY, DAMAGE, LOSS, COST OR EXPENSE IS COVERED BY THE INSURANCE POLICIES OF THE RELEASING PARTY, BUT ONLY TO THE EXTENT OF INSURANCE PROCEEDS RECEIVED.

9.3 Indemnification.

9.3.1 Indemnification by Tenant. Subject to Sections 9.3.3 and 9.3.4, Tenant shall defend, indemnify, and hold harmless Manager and its Affiliates, and their respective shareholders, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Manager Indemnified Parties”) for, from and against any and all Claims that any such party may have alleged against it, incur, become responsible for or pay out for any reason related to: (a) the design, construction, development, or ownership of the Resort; (b) the Resort (whether directly or indirectly, in whole or in part) to the extent arising or occurring prior to or subsequent to the Effective Date; or (c) Manager’s remediation, abatement and/or correction efforts as may be exercised in connection with Manager’s rights under Section 5.7.2, except in each case to the extent any Claim is caused by Manager’s Gross Negligence or Willful Misconduct.

9.3.2 Indemnification by Manager. Subject to Sections 9.3.3 and 9.3.4, Manager shall defend, indemnify, and hold harmless Tenant, Landlord, Mortgagee, each Lender and their respective Affiliates and their shareholders, members, partners, trustees, beneficiaries, directors, officers, employees and agents, and the successors and assigns of each of the foregoing (collectively, the “Tenant Indemnified Parties”) for, from and against any and all Claims that any Tenant Indemnified Party or Parties may incur, become responsible for, or pay out to the extent caused by Manager’s Gross Negligence or Willful Misconduct.

9.3.3 Insurance Coverage. Notwithstanding anything to the contrary in this Section 9.3, the Parties shall look first to the appropriate insurance coverages in effect pursuant to this Agreement or the Mortgage Loan Agreement prior to seeking indemnification under this Section 9.3 in the event any claim or liability occurs as a result of injury to persons or damage to property, regardless of the cause of such claim or liability; provided, however, if the insurance company denies coverage or reserves rights as to coverage, then the Indemnified Parties shall have the right to seek indemnification, without first looking to such insurance coverage. In addition, nothing contained in this Section 9.3 shall in any way affect the releases set forth in Section 9.2.1.

9.3.4 Indemnification Procedures. Any Indemnified Party shall be entitled, upon written notice to the Indemnifying Party, to the timely appointment of counsel by the Indemnifying Party for the defense of any Claim, which counsel shall be subject to the approval of the Indemnified Party. If, in the Indemnified Party’s reasonable judgment, a material conflict of interest exists between the Indemnified Party and the Indemnifying Party at any time during the defense of the Indemnified Party, the Indemnified Party may appoint independent counsel of its choice for the defense of the Indemnified Party as to such Claim. In addition, regardless of whether the Indemnified Party has appointed counsel or selects independent counsel (a) the

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Indemnified Party shall have the right to participate in the defense of any Claim and approve any proposed settlement of such Claim (unless such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the Indemnified Party is unconditionally released from all liability in respect of such Claim, in which case such approval shall not be required); and (b) all reasonable costs and expenses (including attorneys’ fees and costs) of the Indemnified Party shall be paid by the Indemnifying Party. If the Indemnifying Party fails to timely pay such costs and expenses (including attorneys’ fees and costs), the Indemnified Party shall have the right, but not the obligation, to pay such amounts and be reimbursed by the Indemnifying Party for the same, together with interest thereon in accordance with Section 3.5 until paid in full. The Parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all Claims asserted against the Indemnified Party are subject to indemnification. If a Claim is covered by the Indemnifying Party’s liability insurance, the Indemnified Party shall not knowingly take or omit to take any action that would cause the insurer not to defend such Claim or to disclaim liability in respect thereof. Nothing contained herein shall be construed to create a benefit for a third party except for Mortgagee, Lenders, and for other Indemnified Parties.

9.3.5 Survival. This Section 9.3 shall survive the expiration or any termination of this Agreement.

ARTICLE X.

RIGHT OF ACCESS

10.1 Right of Access. Without in any way limiting the provisions of the CMBS Financing Documents, Manager shall permit agents, representatives and employees of a Mortgagee or Lender to enter the Resort to inspect the Resort or any part thereof during reasonable business hours upon reasonable advance notice, subject to the rights of tenants under leases and subject to Gaming Laws and without material disturbance to guests; provided, however, that (a) any actual, out-of-pocket third-party expenses incurred in connection with such activities shall be at the sole cost and expense of Tenant or, if incurred by Manager, treated as Reimbursable Expenses, but in any event shall not be included as Operating Expenses and (b) subject to the terms and conditions of the CMBS Financing Documents and the Operating Leases, Tenant shall cause such Mortgagee or Lender to agree to treat as confidential any information such Mortgagee or Lender obtains from examining the books and records of the Manager Operated Areas. Mortgagee or Lender must conduct all its activities at the Hotel in a manner that will minimize disruption of the business Operations of the Hotel and not materially interfere with the use of the Hotel by Hotel guests.

ARTICLE XI.

BUSINESS INTERRUPTION

11.1 Proceeds of Business Interruption Insurance. The net proceeds of any Business Interruption Insurance claim (after the application of any deductible) shall be deposited in the Operating Account and used by Manager in the same manner as funds generated from the Operation of the Manager Operated Areas are used by Manager in accordance with this Agreement, including the payment of Operating Expenses, the Operating Fees, Shared Services Charges and Operating Personnel Costs and all other Reimbursable Expenses.

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ARTICLE XII.

CASUALTY OR CONDEMNATION

12.1 Casualty. Manager, Tenant and Landlord shall comply with the provisions of the Mortgage Loan Agreement with respect to any Casualty at the Resort.

12.2 Condemnation. Manager, Tenant and Landlord shall comply with the provisions of the Mortgage Loan Agreement with respect to any Condemnation of the Resort.

ARTICLE XIII.

TERM; DEFAULT AND TERMINATIONS

13.1 Term. This Agreement shall commence on the Effective Date and shall expire at 11:59 p.m. on January 31, 2023, unless terminated earlier upon the expiration or termination of the Transition Period (the “Term”).

13.2 Event of Default by Manager; Tenant’s Right to Terminate Agreement Upon Manager Event of Default and Conditions to Termination.

13.2.1 Manager Events of Default. The following actions or events shall constitute a “Manager Event of Default” under this Agreement:

(a) if Manager shall assign this Agreement in violation of ARTICLE VIII;

(b) if there shall be instituted by or against Manager an insolvency or bankruptcy proceeding under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, which proceeding (in the case of a proceeding instituted against Manager) is not discharged or dismissed within a period of sixty (60) consecutive days after the date on which such proceeding shall have been instituted; or if there shall be appointed a receiver for Manager; or if Manager shall make an assignment for the benefit of creditors;

(c) if any of Manager’s Gaming Approvals are lost, terminated, suspended or revoked; and

(d) other than as set forth in clauses (a), (b) or (c) above, if Manager shall fail to perform any of the other material covenants, duties or obligations set forth in this Agreement to be performed by Manager that is not cured within thirty (30) days following notice of such default from Tenant, Landlord or Mortgagee; provided, however, if (i) the default is not susceptible of cure within a thirty (30) day period but is susceptible of cure within a one hundred twenty (120) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Tenant or Landlord to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days) if Manager commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure.

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TENANT AND LANDLORD ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL MANAGER BE DEEMED IN DEFAULT OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR APPLICABLE LAW SOLELY BY REASON OF (I) THE FAILURE OF THE FINANCIAL PERFORMANCE OF THE MANAGER OPERATED AREAS TO MEET TENANT’S OR LANDLORD’S EXPECTATIONS OR INCOME PROJECTIONS AS MORE PARTICULARLY DESCRIBED IN SECTION 16.3.1, (II) THE ACTS OF OPERATING PERSONNEL (PROVIDED THAT THIS CLAUSE (II) SHALL NOT LIMIT MANAGER’S OBLIGATIONS PURSUANT TO SECTION 9.3, TO THE EXTENT SUCH ACTS CONSTITUTE MANAGER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), (III) THE INSTITUTION OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST TENANT, LANDLORD OR THE MANAGER OPERATED AREAS WITH RESPECT TO THE OPERATIONS THERETO, OR (IV) ANY OTHER ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A DEFAULT OF MANAGER’S OBLIGATIONS UNDER THIS AGREEMENT.

13.2.2 Tenant’s Rights To Terminate Agreement and Conditions to Termination. Tenant (with the consent of Mortgagee), Landlord (with the consent of Mortgagee) or Mortgagee shall have the right to terminate this Agreement following a Manager Event of Default as described in this Section 13.2 (it being understood and agreed that, notwithstanding any provision of this Agreement to the contrary, and as more fully provided in Section 4.4 of the Operating Lease, upon any termination of this Management Agreement for any reason, or if Manager fails to perform any services under this Agreement including, but not limited to, transition assistance and other services as set forth in Sections 13.4.3 and 13.4.4 (but this Agreement shall not be terminated), then, subject to the payment to Tenant of the Operating Fees and other amounts otherwise owing to Manager hereunder, pursuant to and as more fully provided in Section 4.4 of the Operating Lease, Tenant shall be responsible to provide all of the services provided by Manager as described in and pursuant to and subject to the terms of this Agreement (including such transition services) and to perform all of the duties of Manager as described in and pursuant to and subject to the terms of this Agreement for the benefit of Landlord, and any successor to Landlord as landlord under the Operating Lease).

13.3 Event of Default by Tenant; Manager’s Rights to Terminate this Agreement and Conditions to Termination.

13.3.1 Tenant Events of Default. The following actions or events shall constitute a “Tenant Event of Default” (any of a Tenant Event of Default or Manager Event of Default, an “Event of Default”) under this Agreement:

(a) if there shall be instituted by or against Tenant an insolvency or bankruptcy proceeding under any law or statute of any jurisdiction as now existing or hereafter amended or becoming effective, which proceeding (in the case of a proceeding instituted against Tenant) is not discharged or dismissed within a period of sixty (60) consecutive days after the date on which such proceeding shall have been instituted; or if there shall be appointed a receiver for Tenant; or if Tenant shall make an assignment for the benefit of creditors;

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(b) if Tenant fails to pay to Manager, as and when required herein, the fees and other amounts due to Manager following the date on which a foreclosure, deed-in-lieu of foreclosure or similar exercise of remedies under the Mortgage has occurred (such that Manager and Landlord are no longer affiliated entities) or during the Transition Period; provided that Manager (and not Tenant, pursuant to Section 13.2.2) is performing the duties and obligations of Manager hereunder (and if such failure to pay Manager such fees and other amounts continues for fifteen (15) days following receipt by Tenant, Landlord and Mortgagee of a written notice identifying such failure); and

(c) other than as set forth in (a) or (b) above, if, following the date on which a foreclosure, deed-in-lieu of foreclosure or similar exercise of remedies under the Mortgage has occurred (such that Manager and Landlord are no longer affiliated entities), Tenant or Landlord (or Mortgagee, on its or their behalf) fails to perform any of the other material covenants, duties or obligations set forth in this Agreement to be performed by such Party that is not cured within thirty (30) days following notice of such default from Manager to Tenant, Landlord and Mortgagee; provided, however, that if (i) the default is not susceptible of cure within a thirty (30) day period but is susceptible of cure within a one hundred twenty (120) day period; (ii) the default cannot be cured solely by the payment of a sum of money; and (iii) the default would not expose Manager to an imminent and material risk of criminal liability or of material damage to its business reputation, the thirty (30) day cure period shall be extended for up to an additional ninety (90) days (for an aggregate cure period of up to one hundred twenty (120) days) if the defaulting Party commences to cure the default within such thirty (30) day period and thereafter proceeds with reasonable diligence to complete such cure.

13.3.2 Manager’s Rights to Terminate Agreement. Manager shall have the right to terminate this Agreement following a Tenant Event of Default as described in this Section 13.3. Manager acknowledges and agrees that it shall have no right to terminate this Agreement except as expressly provided in this Section 13.3.

13.4 Termination Upon Mortgage and Lease Defaults; Diligence Activities; Transition Period; Transition Services.

13.4.1 Lease and Loan Defaults. The Parties acknowledge and agree that the Operating Leases may be terminated (i) by Mortgagee upon the occurrence of an Event of Default under (and as defined in) the Mortgage Loan Agreement (a “Mortgage Loan Default”) and (ii) by Landlord upon the occurrence of an event of default under either Operating Lease (a “Lease Default”).

13.4.2 Survival of this Agreement upon Loan Default or Foreclosure. For the avoidance of doubt, the parties wish to confirm and expressly agree that this Agreement shall survive any Mortgage Loan Default or any foreclosure, deed in lieu of foreclosure or similar exercise of remedies under the Mortgage Loan Agreement (subject to the express right of Manager to terminate this Agreement as described in Section 13.3, and not otherwise, and subject further to the express right of Tenant to terminate this Agreement as described in Section 13.2, and not otherwise) provided that, and for so long as, the Operating Leases remain in effect. Mortgagee shall not elect to terminate this Agreement unless the Operating Leases will also be terminated by Mortgagee (in which case the termination of this Agreement shall be effective upon the expiration of the Transition Period and the Mortgagee will terminate the Operating Leases at such time).

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13.4.3 Diligence Activities and Transition Services.

(a) Manager agrees that, from and after the occurrence of any Mortgage Loan Default, Manager and Tenant shall, in addition to continuing to perform their duties and obligations hereunder pursuant to the terms hereof and under the Operating Leases, respectively, provide reasonable cooperation and assistance to Landlord and/or Mortgagee in conducting such diligence and related activities as Landlord and/or Mortgagee may from time to time reasonably request in anticipation of and in connection with the transfer of management of the Resort to a replacement operator, including in respect of the Tenant Propriety Information and Systems and other Intellectual Property utilized by Manager in operating the Resort (such activities, collectively, the “Diligence Activities”).

(b) Manager agrees that, immediately following the earliest to occur of (i) the thirtieth (30 ^th) day following a Lease Default (unless Mortgagee or a servicer on its behalf sends to Manager and Tenant a notice, within such thirty (30) days following the Lease Default, to the effect that such Lease Default shall not automatically trigger the Transition Period Commencement Date), (ii) at any time following the occurrence of a Mortgage Loan Default, the receipt by Manager and Tenant of a notice from Mortgagee (or a servicer on its behalf) requesting that the Transition Period commence (and confirming that Mortgagee is prepared for the Transition Period to commence), or (iii) the 30^th day following a foreclosure or deed-in-lieu of foreclosure of the Premises (unless, within such thirty (30) days following such foreclosure, deed-in-lieu or assignment, Mortgagee or a servicer on its behalf sends to Manager and Tenant a notice to the effect that the foreclosure or deed-in-lieu shall not automatically trigger the Transition Period Commencement Date) (the earliest such date being hereinafter referred to as the “Transition Period Commencement Date”), Manager shall continue to manage the Resort pursuant to and subject to the terms of this Agreement and, in addition, in order to facilitate the orderly transition of the business of the Casino and the Resort as a going concern and the ability of Mortgagee to transfer that business to a third party subsequent to the commencement of the Transition Period, Manager shall provide cooperation and transition assistance to Landlord, any successor owner of the Resort and/or any third party replacement manager or management company identified by Landlord or any owner of the Resort in connection with its replacement of any of the Proprietary Information and Systems, Software, Manuals, and/or Identifiers owned and/or licensed by Manager and used by Manager or any Person in managing and Operating the Resort and/or providing any other services under this Agreement and the transfer of any Tenant Proprietary Information and Systems that is in the sole possession and/or control of Manager, its Affiliates or any other Person (such services, collectively, the “Transition Services”) for a period of two (2) years from the Transition Period Commencement Date (or less, (i) if Mortgagee or a servicer on its behalf notifies Manager that it is terminating the Transition Period prior to the expiration of such two (2)-year period or (ii) if Manager terminates this Agreement pursuant to a Tenant Event of Default under Section 13.3.1(b)) (such period, the “Transition Period”), provided that, except for its obligations to transfer Tenant Proprietary Information and Systems and other data required to be transferred under Section 13.4.4, nothing in this Agreement shall require Manager to share any Manager Confidential Information with any Prohibited Person. For the avoidance of doubt, during the pendency of the Transition Period, (i) the Operating Fees, Reimbursable Expenses, Shared Services Charges and all other amounts payable hereunder shall continue to be payable in the amounts, and as otherwise, set forth herein (provided that Manager (and not Tenant, pursuant to Section 13.2.2) is performing the duties and obligations of Manager hereunder including the Transition Services) and (ii) this Agreement shall otherwise not terminate until the end of the Transition Period.

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13.4.4 Transfer of Resort Guest Data, Employee Data and Tenant Proprietary Information and Systems. Promptly following the Transition Period Commencement Date and also during the period immediately prior to the effective date of the termination of this Agreement at the end of the Transition Period, subject to Applicable Laws, Manager will, with the assistance of HOC pursuant to the Shared Services Agreement, transfer and assign to Landlord or Landlord’s designee a copy of all Resort Guest Data and Employee Data, in standard CSV formats reasonably satisfactory to Landlord, collected or held by, or otherwise in possession or control of, Manager and/or HOC, and/or owned by HOC, that is current up to and including the dates specified in this Section 13.4.4. During the period immediately prior to the effective date of termination of this Agreement at the end of the Transition Period, Manager will, with the assistance of HOC pursuant to the Shared Services Agreement, transfer and assign to Landlord or Landlord’s designee the Tenant Proprietary Information and Systems held by, or otherwise in possession or control of, Manager and/or HOC, and/or owned by HOC. Following such transfer and assignment, both Landlord and HOC shall each own one hundred percent (100%) of their respective copy of the Resort Guest Data and Employee Data, free and clear and without any restrictions whatsoever, provided that use of such transferred and assigned Resort Guest Data and Employee Data shall be in compliance with U.S. federal and state law related thereto. Landlord and HOC agree that, following such transfer and assignment, each of Landlord and HOC shall be separate owners, and not joint owners, of the Resort Guest Data and Employee Data, and shall not have any duty to account to the other for commercialization or other use of Resort Guest Data or Employee Data or any derivative works pertaining or related to Resort Guest Data or Employee Data.

13.4.5 Termination following Conclusion of Transition Period. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall terminate at the expiration of the Transition Period.

13.5 Remedies for Event of Default. Subject to the terms of this Agreement, if any default shall have occurred, the non-defaulting Party shall have the right to exercise against the defaulting Party any rights and remedies available to the non-defaulting Party under this Agreement or (subject to the provisions of this Agreement) at law or in equity; provided, however, that Tenant shall have no right to terminate this Agreement by reason of the occurrence of a Manager Event of Default, except in accordance with Section 13.2 above and unless (a) the Event of Default is material in amount or in its adverse effect on the Operation of the Manager Operated Areas or the Resort; (b) the Event of Default constitutes intentional misconduct, reckless behavior or repeated Events of Default of a similar nature by the Manager; or (c) the remedies under this Agreement are inadequate to redress such Event of Default.

13.6 Notice of Termination. If termination of this Agreement is an available remedy, such remedy shall be exercised by a non-defaulting Party (or, in the case of a Manager Event of Default, by Mortgagee in accordance with Section 13.2.2) only by irrevocable and unconditional written notice in accordance with Section 16.5 to the defaulting Party, in which case this Agreement shall terminate on either (a) the date specified in this Agreement; or (b) if not specified in this Agreement, the date specified by the non-defaulting Party in the termination

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notice, which date shall in no event be sooner than five (5) days nor later than thirty (30) days, after the delivery of such notice. The right of termination shall be in addition to, and not in lieu of, any other rights or remedies at law or in equity by reason of the occurrence of any such Event of Default, it being understood and agreed that the exercise of the remedy of termination shall not constitute an election of remedies and shall be without prejudice to any such other rights or remedies otherwise available to the non-defaulting Party.

13.7 Actions to Be Taken on Termination. The Parties shall take the following actions upon the expiration or termination (including upon the completion of any Transition Period) of this Agreement:

13.7.1 Payment of Expenses for Termination. All expenses arising as a result of such termination or as a result of the cessation of Manager Operated Areas Operations by Manager (including expenses arising under this Section 13.7), shall be for the sole account of Tenant, and, subject to the provisions of Section 2.6.2(c) of the Mortgage Loan Agreement and the “cash trap” established as described in Section 2.6.2(c) of the Mortgage Loan Agreement, Tenant shall reimburse Manager within fifteen (15) days following receipt of any invoice from Manager for any expenses incurred by Manager in the course of effecting the expiration or termination of this Agreement or the cessation of Manager Operated Areas Operations by Manager in accordance with terms hereof. Notwithstanding the foregoing, it is understood and agreed that expenses in respect of severance benefits arising in connection with severing the employment of Operating Personnel are not subject to or addressed by this Section 13.7.1.

13.7.2 Payment of Amounts Due to Manager. Subject to the provisions of Section 2.6.2(c) of the Mortgage Loan Agreement, Tenant shall pay to Manager all Operating Fees, Shared Services Charges, Operating Personnel Costs and other Reimbursable Expenses and other amounts due Manager under this Agreement through the effective date of expiration or termination. This obligation is unconditional and shall survive the expiration or termination of this Agreement (including all amounts owed to Manager that are not fully ascertainable as of the expiration or termination date), and Tenant shall not have the right to exercise any rights of setoff, except to the extent of any outstanding and undisputed payments owed to Tenant by Manager under this Agreement. Subject to the provisions of Section 2.6.2(c) of the Mortgage Loan Agreement and the “cash trap” as described therein, Manager shall have the right to pay itself the foregoing fees, charges, expenses and other amounts then due to Manager out of any available funds in the Bank Accounts and any such payment shall satisfy Tenant’s obligation with respect to the amount so paid.

13.7.3 Surrender of Land. Manager shall peacefully vacate and surrender the Manager Operated Areas to Tenant on the effective date of such expiration or termination, and the Parties shall execute and deliver any expiration or termination or other necessary agreements either Party shall request for the purpose of evidencing the expiration or termination of this Agreement.

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13.7.4 Proprietary Information and Systems. Upon the expiration or termination of this Agreement, Tenant, Landlord, and/or Mortgagee, as applicable shall:

(a) not directly or indirectly at any time or in any manner (i) use, copy or retain any Proprietary Information and Systems, provided that and notwithstanding anything to the contrary in this Agreement, this restriction shall not include nor apply to any Resort Guest Data, Employee Data, or Tenant Proprietary Information and Systems conveyed, transferred, or assigned to Landlord pursuant to Section 13.4.4 of this Agreement, or (ii) represent that any of the Manager Operated Areas is Operated as a “Harrah’s” branded hotel and casino or otherwise associated with the Proprietary Information and Systems that is retained by Manager or its Affiliates, successors and assigns upon expiration or termination of this Agreement;

(b) not directly or indirectly hold itself or the Resort out to the public as being or remaining (or otherwise associated) with any Other Managed Resorts, or any project or resort managed by Manager or its Affiliates;

(c) take such reasonable action within Tenant, Landlord, and/or Mortgagee’s (as applicable) control and at its reasonable expense as may be required to cancel all fictitious or assumed name registrations relating to Tenant’s, Landlord’s, and/or Mortgagee’s, as applicable, use of any Proprietary Information and Systems;

(d) take such reasonable action at its reasonable expense as may be necessary to notify the telephone company and all telephone directory publishers known to Tenant, Landlord, and/or Mortgagee, as applicable about the termination or expiration of Tenant, Landlord, and/or Mortgagee’s right to use any telephone number and any regular, classified or other telephone directory listings associated with any Proprietary Information and Systems (other than Tenant Proprietary Information Systems) and to authorize transfer of such number to Manager or at Manager’s direction; provided, however, that this clause (d) shall not apply to the telephone numbers and regular, classified or other telephone directory listings for the Resort; and

(e) remove from the Resort, and discontinue using for any purpose, all FF&E, Operating Supplies, signage and other materials that display any materials licensed pursuant to the System License Agreement or any distinctive features, images, or designs of the “Harrah’s” brand (except that FF&E containing distinctive features, images or designs of the “Harrah’s” brand need not be removed from the Resort provided that such features, images and designs can be and have been covered, removed or obliterated), and make such non-structural alterations consistent with the continued Operation of the Resort in its ordinary course and as may be necessary to distinguish the Resort so clearly from its former appearance as a “Harrah’s” brand hotel and casino and from Other Managed Resorts as to prevent any reasonable likelihood of confusion by the public, including such actions as reasonably required in any de-identification checklist provided to Tenant, Landlord, and/or Mortgagee, as applicable. If Tenant, Landlord, and/or Mortgagee, as applicable, fails to remove signage from the Resort bearing any Trademarks licensed pursuant to the System License Agreement on or prior to the effective date of the termination, Manager shall have the right, following the effective date of the termination and upon reasonable notice to the Tenant, Landlord, and/or Mortgagee, as applicable, to remove and retain all such interior and exterior signage bearing the “Harrah’s” trade name or any Trademarks licensed pursuant to the System License Agreement without any liability to Tenant, Landlord, and/or Mortgagee, as applicable for the cost to restore or repair the Resort premises or equipment for damage resulting therefrom, subject to Manager acting with reasonable care and using reasonable efforts to minimize damage to the Resort.

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In addition, upon termination of this Agreement at the end of the Transition Period, neither Manager nor Tenant shall directly or indirectly at any time or in any manner use, copy or retain any Tenant Proprietary Information and Systems.

13.7.5 [Reserved].

13.7.6 Equipment Leases for Brand Programs. If Manager has leased any computer, telephone or other telecommunications equipment for use at the Manager Operated Areas in connection with any Centralized Services under this Agreement, Tenant shall request that either (a) Manager transfer such lease to Tenant; or (b) Tenant, at Tenant’s expense, buy out the equipment lease. Any such transfer or buy-out of the equipment lease shall be subject to any restrictions on assignability imposed under Applicable Law and (to the extent required under the equipment lease) the consent or approval of the third-party lessor of such equipment. If the equipment lease is not transferable or cannot be bought out, Manager shall at its sole cost and expense remove all such equipment from the Manager Operated Areas after the effective date of expiration or termination of this Agreement.

13.7.7 Bookings and Reservations. Tenant shall honor, and shall use commercially reasonable efforts to cause any successor Manager to honor, all business confirmed for the Manager Operated Areas with reservations made in good faith and in the ordinary course of business by Manager (including for employee complimentary or discounted rooms, guest frequency program, or pursuant to Manager’s or Manager’s other promotional programs) dated after the effective date of the expiration or termination in accordance with such bookings as accepted by Manager. Tenant will assume responsibility for all advance deposits received by Manager for the Manager Operated Areas, provided that any such deposits were deposited by Manager into the Bank Accounts.

13.7.8 Funds in Operating Accounts; Receivables. Subject to the provisions of Section 2.6.2(c) of the Mortgage Loan Agreement and the “cash trap” created as described therein, any amounts remaining in the Operating Account on the expiration or termination of this Agreement shall be available to Tenant; provided, however, that Manager may first deduct and retain all undisputed amounts owed by Tenant to Manager and its Affiliates under this Agreement. All receivables of the Manager Operated Areas outstanding as of the effective date of termination or expiration, including, without limitation, guest ledger receivables, shall continue to be the property of Tenant. Manager will turn over to Tenant any receivables collected directly by Manager after the effective date of termination which relate to business conducted during the term of this Agreement.

13.7.9 Progressive Slot Liability. In the event that any of the sales tax and/or LET tax obligations are not known until after the effective date of any termination of this Agreement, Manager shall, on or before the effective date of such termination, allocate from the funds available in the respective Operating Accounts a reasonable estimate of any sales tax, LET tax, and/or any other tax or liability attributable to the Gaming devices, including, without limitation, any progressive slot liability. Any such costs or expenses referenced in this Section 13.7.10 shall be the responsibility and obligation of Tenant.

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13.7.10 Survival. This Section 13.7 shall survive the expiration or termination of this Agreement.

ARTICLE XIV.

RESERVED

ARTICLE XV.

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

15.1 Tenant’s and Landlord’s Representations and Warranties. Each of Tenant and Landlord represents and warrants to Manager as of the date hereof and as of the Effective Date that, except to the extent any exception hereto would not reasonably be expected to have a materially adverse effect on Tenant and/or the Operation of the Resort:

15.1.1 Organization and Authority. Each of Tenant and Landlord is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business in the State of [                ], and has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Agreement to be performed or observed by Tenant or Landlord. Each of Tenant’s and Landlord’s execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Tenant and Landlord.

15.1.2 Enforceability. This Agreement constitutes a valid and binding obligation of Tenant and Landlord and does not and will not constitute a breach of or default under any of the organizational or governing documents of Tenant or Landlord, as applicable, or the terms, conditions, or provisions of any Applicable Law, contract or judgment to which Tenant or Landlord, as applicable, is subject or by which it or any substantial portion of its assets (including the Manager Operated Areas) is bound or affected (including any CMBS Financing Documents).

15.1.3 Third-Party Approvals and Contracts. No approval of any third party (including any ground lessor or the holder of any Mortgage) is required for Tenant’s or Landlord’s execution and performance of this Agreement that has not been or will not be obtained prior to the effectiveness of this Agreement. Neither Tenant, Landlord nor any Affiliate of Tenant or Landlord is a party to any agreement for the management or operation of the Manager Operated Areas or any portion thereof that would conflict with this Agreement.

15.1.4 Brokers. Neither Tenant, Landlord nor any Affiliate of Tenant or Landlord has dealt with any Person who has acted as a broker, finder or similar capacity that would entitle such Person to any commission, finder’s fee or similar compensation in connection with this Agreement or the transaction described herein.

15.1.5 Litigation. To each of Tenant’s and Landlord’s knowledge, there is no litigation, proceeding or investigation by any Governmental Authority pending or threatened against Tenant or Landlord, as applicable, that would materially adversely affect the validity of this Agreement or the ability of Tenant or Landlord, as applicable, to comply with its obligations under this Agreement.

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15.2 Tenant’s Representations and Warranties. Tenant represents and warrants to Manager as of the date hereof and as of the Effective Date that, except to the extent any exception hereto would not be reasonably expected to have a material adverse effect on Tenant and/or the Operation of the Resort:

15.2.1 Ownership of Manager Operated Areas and Tenant. Tenant is the sole lessee of the Manager Operated Areas (including the building and all of its contents). Tenant has full power, authority and legal right to lease such real and personal property.

15.2.2 Compliance with Laws. To Tenant’s knowledge, (a) the Manager Operated Areas and the Land are in compliance with all Applicable Laws (including all Approvals); and (b) no condition exists at the Manager Operated Areas or the Land that, with notice or the passage of time, would result in a violation of any Applicable Laws or Approvals.

15.2.3 Gaming Equipment. As of the Effective Date and thereafter at all times during the Term, Tenant shall own, directly or indirectly, all Gaming Equipment located at the Resort and Tenant shall take any and all commercially reasonable efforts to comply with, or cause Manager to comply with on Tenant’s behalf, all Gaming Laws.

15.2.4 Gaming Laws and Anti-Terrorism Laws. Neither Tenant nor any of its Affiliates, nor the shareholders, trustees, beneficiaries, directors, officers, employees or agents of any of the foregoing, (a) is in violation of any Gaming Laws (prior to the Effective Date, assuming receipt of all Gaming Approvals) or Anti-Terrorism Laws; or (b) would cause Manager or any of its Affiliates to be in violation of any Gaming Laws or Anti-Terrorism Laws. No assets or interests (including the Manager Operated Areas) of Tenant are subject to any restrictions under any Anti-Terrorism Laws.

15.2.5 Environmental Matters. Except as set forth on Exhibit “C” attached hereto, to Tenant’s knowledge, (a) no hazardous or toxic materials, substances or wastes are or have been manufactured, generated, processed, used, handled, stored, disposed, released or discharged at, on, in, over, under or from the Manager Operated Areas, the Land or the real property adjacent to the Manager Operated Areas; (b) there are no soil, water, air, mineral, chemical or environmental conditions or contamination at, on, in, over, under or from the Manager Operated Areas, the Land or real property adjacent to the Manager Operated Areas that does, or with the passage of time will, require any remediation, abatement, removal, clean up, monitoring or other corrective action, or notice or reporting to any Governmental Authority or employees or patrons of the Manager Operated Areas, pose any threat to the health and safety of the employees or patrons of the Manager Operated Areas or the environmental or natural resources in general, or otherwise require, based on Applicable Law or standards of prudent ownership, any remediation, abatement, removal, clean up, monitoring or other corrective action; (c) there exists no identifiable threat of the contamination of the Land by release of hazardous or toxic materials, substances or wastes or otherwise from existing sources adjacent to the Manager Operated Areas; and (d) there are no underground storage tanks on the Land.

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15.3 Manager’s Representations and Warranties. Manager represents and warrants to Tenant and Landlord as of the date hereof and as of the Effective Date that:

15.3.1 Organization and Authority. Manager is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business in the State of [                ], and prior to the Effective Date, assuming receipt of all Gaming Approvals, has full power, authority, and legal right to execute, perform, and timely observe all of the provisions of this Agreement to be performed or observed by Manager. Manager’s execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Manager.

15.3.2 Enforceability. This Agreement constitutes a valid and binding obligation of Manager and does not and will not constitute a breach of or default under any of the organizational or governing documents of Manager or the terms, conditions, or provisions of any Applicable Law, contract or judgment to which Manager is subject or by which it or any substantial portion of its assets is bound or affected.

15.3.3 Third-Party Approvals and Contracts. No approval of any third party (other than any Gaming Approvals required to be obtained prior to the Effective Date) is required for Manager’s execution and performance of this Agreement that has not been obtained prior to the execution of this Agreement.

15.3.4 Brokers. Neither Manager nor any Affiliate has dealt with any Person who has acted as a broker, finder or similar capacity that would entitle such Person to any commission, finder’s fee or similar compensation in connection with this Agreement or the transaction described herein.

15.3.5 Litigation. To Manager’s knowledge, there is no litigation, proceeding or investigation by any Governmental Authority pending or threatened against Manager or Affiliates, as applicable, that would materially adversely affect the validity of this Agreement or the ability of Manager to comply with its obligations under this Agreement.

15.3.6 Operating Permits. Manager has (or will have as of the Effective Date) all licenses, permits, certificates, authorizations, registrations, waivers, variances, exemptions, franchises, findings of suitability and entitlements issued or issuable by any Governmental Authority, which are necessary for the performance in all material respects of its obligations hereunder (collectively, “Operating Permits”); with the exception of the Gaming Approvals, each such Operating Permit is and will be in full force and effect; Manager and each of its affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would lead to the revocation or termination of any such Operating Permit or the imposition of any materially adverse restriction thereon.

15.4 Intentionally Omitted.

15.5 ACKNOWLEDGEMENTS. TENANT, LANDLORD AND MANAGER EACH ACKNOWLEDGE AND CONFIRM TO THE OTHER THAT:

15.5.1 INFORMED INVESTOR. THE ACKNOWLEDGING PARTY HAS HAD THE BENEFIT OF LEGAL COUNSEL AND ALL OTHER ADVISORS IT DEEMED NECESSARY OR ADVISABLE TO ASSIST IT IN THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT.

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15.5.2 BUSINESS RISKS. THE ACKNOWLEDGING PARTY (A) IS A SOPHISTICATED PERSON, WITH SUBSTANTIAL EXPERIENCE IN THE OWNERSHIP AND OPERATION OF HOTELS AND CASINOS; (B) RECOGNIZES THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INVOLVE SUBSTANTIAL BUSINESS RISKS; AND (C) HAS MADE AN INDEPENDENT INVESTIGATION OF ALL ASPECTS OF THIS AGREEMENT SUCH PARTY DEEMS NECESSARY OR ADVISABLE.

15.5.3 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. NEITHER PARTY HAS MADE ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND WHATSOEVER TO THE OTHER PARTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO PERSON IS AUTHORIZED TO MAKE ANY PROMISES, REPRESENTATIONS, WARRANTIES OR GUARANTIES ON BEHALF OF EITHER PARTY, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.

15.5.4 NO RELIANCE. NEITHER PARTY HAS RELIED UPON ANY STATEMENTS OR PROJECTIONS OF REVENUE, SALES, EXPENSES, INCOME, RATES, AVERAGE DAILY RATE, OCCUPANCY, REVENUE PER AVAILABLE ROOM, RESERVATIONS SYSTEM CONTRIBUTION, PROFITABILITY, VALUE OF THE MANAGER OPERATED AREAS OR SIMILAR INFORMATION PROVIDED BY THE OTHER PARTY BUT HAS INDEPENDENTLY CONFIRMED THE ACCURACY AND RELIABILITY OF ANY SUCH INFORMATION AND IS SATISFIED WITH THE RESULTS OF SUCH INDEPENDENT CONFIRMATION.

15.5.5 LIMITATION ON FIDUCIARY DUTIES. TO THE EXTENT ANY FIDUCIARY DUTIES THAT MAY EXIST AS A RESULT OF THE RELATIONSHIP OF THE PARTIES ARE INCONSISTENT WITH, OR WOULD HAVE THE EFFECT OF EXPANDING, MODIFYING, LIMITING OR RESTRICTING ANY OF THE EXPRESS TERMS OF THIS AGREEMENT, (A) THE EXPRESS TERMS OF THIS AGREEMENT SHALL CONTROL; (B) THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH GENERAL PRINCIPLES OF CONTRACT INTERPRETATION WITHOUT REGARD TO THE COMMON LAW PRINCIPLES OF AGENCY; AND (C) ANY LIABILITY OF THE PARTIES SHALL BE BASED SOLELY ON PRINCIPLES OF CONTRACT LAW AND THE EXPRESS TERMS OF THIS AGREEMENT. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT FOR THE PURPOSES OF DETERMINING THE NATURE AND SCOPE OF MANAGER’S FIDUCIARY DUTIES UNDER THIS AGREEMENT, THE TERMS OF THIS AGREEMENT, AND THE DUTIES AND OBLIGATIONS SET FORTH HEREIN, ARE INTENDED TO SATISFY ALL FIDUCIARY DUTIES THAT MAY EXIST AS A RESULT OF THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING ALL DUTIES OF LOYALTY, GOOD FAITH, FAIR DEALING AND FULL DISCLOSURE, AND ANY OTHER DUTY DEEMED TO EXIST UNDER THE COMMON LAW PRINCIPLES OF AGENCY OR OTHERWISE (OTHER THAN THE DUTY OF GOOD FAITH AND FAIR DEALING IMPLIED UNDER GENERAL CONTRACT PRINCIPLES, INDEPENDENT OF THE COMMON LAW

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PRINCIPLES OF AGENCY). ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE AND DISCLAIM ANY POWER OR RIGHT SUCH PARTY MAY HAVE TO CLAIM ANY PUNITIVE, EXEMPLARY, STATUTORY OR TREBLE DAMAGES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY BREACH OF FIDUCIARY DUTIES.

15.5.6 IRREVOCABILITY OF CONTRACT. IN ORDER TO REALIZE THE FULL BENEFITS CONTEMPLATED BY THE PARTIES, THE PARTIES INTEND THAT THIS AGREEMENT SHALL BE NON-TERMINABLE, EXCEPT FOR AN EVENT OF DEFAULT AND THE SPECIFIC TERMINATION RIGHTS IN FAVOR OF A PARTY SET FORTH IN THIS AGREEMENT. ACCORDINGLY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE AND DISCLAIM ALL RIGHTS TO TERMINATE THIS AGREEMENT AT LAW OR IN EQUITY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

ARTICLE XVI.

GENERAL PROVISIONS

16.1 Governing Law/Consent to Jurisdiction/Venue. Irrespective of the place of execution and/or delivery of this Agreement or the location of the Resort, this Agreement shall be governed by and shall be construed in accordance with, the Legal Requirements of the State of [                ] applicable to agreements entered into and to be performed entirely within [                ] without regards to conflicts of law principles, provided, however, that if, notwithstanding such agreement as to the application of the governing law of the State of [                ] by the parties, Legal Requirements in the jurisdiction where the Resort is located require local law to govern particular claims under this Agreement, then to the extent of such requirement, such local law shall govern. Tenant and Manager hereby consent and submit to the exclusive jurisdiction of the state and Federal courts located in [                ] with respect to any claim or litigation arising hereunder or any alleged breach of the covenants or provisions contained herein, and acknowledge that proper venue in any matter so claimed or litigated shall be in the state and Federal courts located in [                ]; provided, however, that (1) Tenant shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the premises are located, to bring any action against Manager and/or to enforce this Agreement in the jurisdiction where the Resort is located and (2) Manager shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the Resort is located to bring any action against Tenant and/or to enforce this Agreement in the jurisdiction where the Resort is located.

16.2 Construction of this Agreement. The Parties intend that the following principles (and no others not consistent with them) be applied in construing and interpreting this Agreement:

16.2.1 Claims Limited to Contract. Neither Party shall assert against the other Party any contractual claim arising out of this Agreement, unless the claim is based upon the express terms of this Agreement and does not seek to vary, and is not in conflict with, those express terms.

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16.2.2 Presumption Against a Party. The terms and provisions of this Agreement shall not be construed against or in favor of a Party hereto merely because such Party is the Manager hereunder or such Party or its counsel is the drafter of this Agreement.

16.2.3 Severability. If any term or provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction or the Expert for any reason, the remainder of this Agreement shall in no way be affected and shall remain valid and enforceable for all purposes, each Party hereby declaring that it (a) would have executed this Agreement without inclusion of such term or provision; and (b) execute and deliver to the other Party any additional documents that may be reasonably requested by a Party to fully effectuate this Section 16.2.3.

16.2.4 Certain Words and Phrases. All words in this Agreement shall be deemed to include any number or gender as the context or sense of this Agreement requires. The words “will,” “shall,” and “must” in this Agreement indicate a mandatory obligation. The use of the words “include,” “includes,” and “including” followed by one or more examples is intended to be illustrative and is not a limitation on the scope of the description or term for which the examples are provided. All dollar amounts set forth in this Agreement are stated in U.S. dollars, unless otherwise specified. The words “day” and “days” refer to calendar days unless otherwise stated. The words “month” and “months” refer to calendar months unless otherwise stated. The words “hereof”, “hereto” and “herein” refer to this Agreement, and are not limited to the article, section, paragraph or clause in which such words are used. Any financial or accounting terms not otherwise defined herein shall be construed and applied according to GAAP.

16.2.5 Headings. The table of contents, headings and captions contained herein are for the purposes of convenience and reference only and are not to be construed as a part of this Agreement. All references to any Article, Section or Exhibits in this Agreement are to Articles, Sections or Exhibits of this Agreement, unless otherwise noted.

16.2.6 Approvals. Unless expressly stated otherwise in this Agreement, whenever a matter is submitted to a Party for approval or consent in accordance with the terms of this Agreement, that Party has a duty to act reasonably and timely in rendering a decision on the matter.

16.2.7 Entire Agreement. This Agreement (including the attached Exhibits) and the Operating Leases, constitute the entire agreement between the Parties with respect to the subject matter contemplated herein and supersede all prior agreements and understandings, written or oral. No undertaking, promise, duty, obligation, covenant, term, condition, representation, warranty, certification or guaranty shall be deemed to have been given or be implied from anything said or written in negotiations between the Parties prior to the execution of this Agreement, except as expressly set forth in this Agreement. Neither Party shall have any remedy in respect of any untrue statement made by the other Party on which that Party relied in entering into this Agreement (unless such untrue statement was made fraudulently), except to the extent that such statement is expressly set forth in this Agreement.

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16.2.8 Third-Party Beneficiary. Mortgagee, Lenders, Tenant and Landlord shall be a beneficiary of Tenant’s rights or benefits under this Agreement. The Indemnified Parties shall be beneficiaries of the rights and benefits under Section 9.3 of this Agreement.

16.2.9 Time of the Essence. Time is of the essence for all purposes of this Agreement.

16.2.10 Remedies Cumulative. Except as otherwise expressly provided in this Agreement, the remedies provided in this Agreement are cumulative and not exclusive of the remedies provided by Applicable Law, and a Party’s exercise of any one or more remedies for any default shall not preclude the Party from exercising any other remedies at any other time for the same default.

16.2.11 Amendments; Assignments. (a) Neither this Agreement nor any of its terms or provisions may be amended, modified, changed, waived, discharged, surrendered or terminated except by an instrument in writing signed by the Party against whom the enforcement of the amendment, modification, change, waiver, discharge, surrender or termination is sought and with the consent of any Mortgagee pursuant to the Mortgage; provided, however, Manager may make changes to the Operating Standard, Centralized Services and other changes expressly permitted under this Agreement. Tenant shall not consent to the assignment of Manager’s obligations and rights under this Agreement, or to a delegation by Manager of any of its duties under this Agreement, to any Person other than an Affiliate of Manager or otherwise expressly permitted hereunder, without in each case the prior written approval of Mortgagee.

(b) Any modification, amendment, waiver, discharge, surrender, termination or assignment in violation of this Section 16.2.11 shall be void ab initio.

16.2.12 Survival. The expiration or termination of this Agreement does not terminate or affect Tenant’s or Manager’s covenants and obligations that either expressly or by their nature survive the expiration or termination of this Agreement.

16.3 Limitation on Manager’s Liabilities.

16.3.1 Projections. Tenant acknowledges that (a) all budgets and financial projections prepared by Manager or its Affiliates prior to the Effective Date or under this Agreement are intended to assist in Operating the Manager Operated Areas, but are not to be relied on by Tenant or any third party as to the accuracy of the information or the results predicted therein; and (b) Manager does not guarantee the accuracy of the information nor the results of in such budgets and projections. Accordingly, Tenant agrees that (i) neither Manager nor its Affiliates shall have any liability whatsoever to Tenant or any third party for any divergence between such budgets and projections and actual operating results achieved; (ii) the failure of the Manager Operated Areas to achieve any such projections for any Operating Year shall not constitute a default by Manager or give Tenant the right to terminate this Agreement; and (iii) if Tenant provides any such budgets or projections to a third party, Tenant shall advise such third-party in writing of the substance of the disclaimer of liability set forth in this Section 16.3.1.

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16.3.2 Approvals and Recommendations. Tenant acknowledges that in granting any consents, approvals or authorizations under this Agreement, and in providing any advice, assistance, recommendation or direction under this Agreement, neither Manager nor its Affiliates guarantee success or a satisfactory result from the subject of such consent, approval, authorization, advice, assistance, recommendation or direction. Accordingly, Tenant agrees that neither Manager nor its Affiliates shall have any liability whatsoever to Tenant or any third party by reason of (a) any consent, approval or authorization, or advice, assistance, recommendation or direction, given or withheld by Manager; or (b) any delay or failure by Manager to provide any consent, approval or authorization, or advice, assistance, recommendation or direction, except to the extent that Manager is obligated hereunder to provide or withhold such consent.

16.4 Waivers. Except as set forth in Section 14.3 of this Agreement, no failure or delay by a Party to insist upon the strict performance of any term of this Agreement, or to exercise any right or remedy consequent on a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any default shall affect or alter this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach.

16.5 Notices. All notices, consents, determinations, requests, approvals, demands, reports, objections, directions and other communications required or permitted to be given under this Agreement shall be in writing and delivered by (a) personal delivery; (b) FedEx, UPS or other similar courier service; or (c) by facsimile transmission (provided that a copy of such facsimile transmission together with confirmation of such facsimile transmission is delivered to the addressee in the manner provided in (a) or (b) above by no later than the second (2nd) business day following such transmission, addressed to the Parties at the addresses specified below, or at such other address as the Party to whom the notice is sent has designated in accordance with this Section 16.5), and shall be deemed to have been received by the Party to whom such notice or other communication is sent upon (i) delivery to the address (or facsimile number) of the recipient Party, provided that such delivery is made prior to 5:00 p.m. (local time for the recipient Party) on a business day, otherwise the following business day; or (ii) the attempted delivery of such Notice if such recipient Party refuses delivery, or such recipient Party is no longer at such address number, and failed to provide the sending Party with its current address pursuant to this Section 16.5 (unless the sending Party had actual knowledge of such current address). Notwithstanding the foregoing, any notice or other communication delivered to a Party by email that is actually received by such Party (and for which such Party has sent an acknowledgement of receipt by return email) shall be deemed to have been sufficiently given for purposes of this Agreement and shall be deemed to have been received at the time described in clause (i) above, as if such notice had been delivered by one of the methods described in clauses (a) through (c) above. Notwithstanding anything to the contrary contained in this Agreement, if any documents or materials delivered under this Agreement are delivered by email (with confirmation of receipt from the intended recipient), no additional copies of such documents or materials shall be required to be delivered.

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TENANT:

[OPCO]

c/o Harrah’s Entertainment, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

Attention: General Counsel

Facsimile: (702) 407-6418

LANDLORD:

[PROPCO]

c/o Harrah’s Entertainment, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

Attention: General Counsel

Facsimile: (702) 407-6418

MANAGER:

[MGMTCO]

c/o Harrah’s Entertainment, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

Attention: General Counsel

Facsimile: (702) 407-6418

with copies to:

Harrah’s Operating Company, Inc.

One Caesars Palace Drive

Las Vegas, Nevada 89109

Attention: General Counsel

Facsimile: (702) 407-6418

O’Melveny & Myers LLP

Times Square Tower

7 Times Square

New York, New York 10036

Attention: Greg Ezring, Esq.

Facsimile: (212) 326-2061

16.6 Tenant’s Representative. Tenant shall designate an Individual to act as representative for Tenant (“Tenant’s Representative”), and Manager shall have the right to rely on all actions by, and communications with, Tenant’s Representative as binding on Tenant. Tenant shall provide to Manager the name, address, telephone and fax numbers, email address and other relevant contact information for the Tenant’s Representative as of the Effective Date and within ten (10) days of any change thereto.

16.7 No Recordation. In no event shall this Agreement and/or any memorandum of this Agreement be recorded by Manager against the Resort, the Manager Operated Areas or the Land, and any memorandum or agreement that is recorded shall have no effect. Tenant or

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Mortgagee (that shall be a third party beneficiary of this provision) shall have the right to introduce this paragraph of this Agreement as evidence in connection with the filing of any termination of any memorandum or agreement that is filed in contravention of this Agreement.

16.8 Further Assurances. The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments as shall be required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by, this Agreement.

16.9 Relationship of the Parties. The Parties acknowledge and agree that (a) the relationship between them shall be that of principal (in the case of Tenant) and agent (in the case of Manager); (b) they are not joint venturers, partners or joint owners with respect to the Manager Operated Areas; and (c) nothing in this Agreement shall be construed as creating a partnership, joint venture or similar relationship between the Parties. The Parties further acknowledge and agree that in Operating the Manager Operated Areas, including entering into leases and contracts, accepting reservations, and conducting financial transactions for the Manager Operated Areas, (i) Manager assumes no independent contractual liability; and (ii) Manager shall have no obligation to extend its own credit with respect to any obligation incurred in Operating the Manager Operated Areas or performing its obligation under this Agreement.

16.10 Force Majeure. In the event of a Force Majeure Event, the obligations of the Parties and the time period for the performance of such obligations (other than an obligation to pay any amount hereunder) shall be extended for each day that such Party is prevented, hindered or delayed in such performance during the period of such Force Majeure Event, except as expressly provided otherwise in this Agreement. Upon the occurrence of a Force Majeure Event, the affected Party shall give prompt notice of such Force Majeure Event to the other Party. If Manager is unable to perform its obligations under this Agreement due to a Force Majeure Event, or Manager deems it necessary to close and cease the Operation of all or any portion of the Manager Operated Areas due to a Force Majeure Event in order to protect the Manager Operated Areas or the health, safety or welfare of the guests or Operating Personnel, then Manager may close or cease Operation of all or a portion of the Manager Operated Areas for such time and in such manner as Manager reasonably deems necessary as a result of such Force Majeure Event, and reopen or recommence the Operation of the Manager Operated Areas when Manager again is able to perform its obligations under this Agreement, and determines that there is no unreasonable risk to the Manager Operated Areas or health, safety or welfare or its guests or Operating Personnel.

16.11 Terms of Other Management Agreements. Manager makes no representation or warranty that any past or future forms of its management agreement do or will contain terms substantially similar to those contained in this Agreement. In addition, Tenant acknowledges and agrees that Manager may, due to local business conditions or otherwise, waive or modify any comparable terms of other management agreements heretofore or hereafter entered into by Manager or its Affiliates.

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16.12 Foreign Corrupt Practices Act. Neither Party nor any Person for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes in the performance of its obligations under this Agreement and in connection with its activities in relation thereto. Neither Party nor any Person for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, make any offer, payment or promise to pay, authorize the payment of any money, or offer, promise or authorize the giving or anything of value, to (a) any government official, any political party or official thereof, or any candidate for political office; or (b) any other Person while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any such official, to any such political party or official thereof, or to any candidate for political office for the purpose of (i) influencing any action or decision of such official party or official thereof, or candidate in his or its capacity, including a decision to fail to perform his or its official functions; or (ii) inducing such official party or official thereof, or candidate to use his or its influence with any Governmental Authority to effect or influence any act or decision of such Governmental Authority. Each Party represents and warrants to the other Party that no government official nor any candidate for political office has any direct or indirect ownership or investment interest in the revenues or profit of such Party or the Manager Operated Areas.

16.13 Execution of Agreement. This Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument.

16.14 Governmental Approvals.

16.14.1 Execution of Agreement Subject to Governmental Approvals. This Agreement and all other agreements contemplated herein shall be executed subject to all required Approvals, if any, from or issued by all applicable Governmental Authorities, including without limitation, the [                    ] Gaming Authorities. Tenant, at its expense, promptly after the date hereof, shall take such commercially reasonable actions as may be reasonably required to record or register this Agreement with, or obtain such required Approval from, the applicable Governmental Authorities to make effective this Agreement as and if required by Applicable Laws and all related agreements, and permit Tenant to make the payments required to be made to Manager under this Agreement and all related agreements. Manager shall have the right, at its expense, to participate in all phases of the recordation, registration, approval or authorization process. The Parties shall cooperate in all such undertakings or dealings with Governmental Authorities, and Tenant shall provide reasonable notice to Manager prior to all meetings with any Governmental Authority for such purpose.

16.14.2 Modification of Agreement. If any Governmental Authority requires, as a condition of its approval of the initial effectiveness of this Agreement, directly or indirectly, the modification of any terms or provisions of this Agreement, the Parties shall use their best efforts to comply with such request; provided, however, that if such requested modification would have a material and adverse effect to any Party, then such Party shall have the right to terminate this Agreement by giving written notice to the other Party within thirty (30) days after receipt of such request for modification, with no liability whatsoever to the other Party for such termination.

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16.14.3 Gaming Requirements. Each of Tenant and Manager hereby (a) acknowledges that Manager and its Affiliates or Tenant and its Affiliates, as applicable, have applied to and/or do hold one (1) or more Gaming licenses, inside or outside the State of [                    ], (b) agrees to use commercially reasonable efforts to take, or to refrain from taking, any actions that are necessary to prevent, or that would be reasonably likely to cause, any Gaming Approvals of Manager or its Affiliates or Tenant and its Affiliates, as applicable, to expire, terminate or not be granted or renewed, and (c) agrees to cooperate with Manager or Tenant, as applicable, on a confidential basis, to provide information reasonably necessary to enable Manager and its Affiliates or Tenant and its Affiliates, as applicable, to respond to any requests for information in connection with the grant or preservation of such Gaming licenses and compliance with any Gaming Laws applicable to Manager or its Affiliates or Tenant and its Affiliates, as applicable, and Manager’s or Tenant’s internal compliance policies of general applicability relating thereto (including information required in connection with any necessary background checks or other investigations regarding credit standing, character and personal qualifications).

16.14.4 Gaming Laws. All rights, remedies and powers in or under this Agreement may be exercised only to the extent that the exercise thereof does not violate any Gaming Laws.

16.14.5 Effective Date. This Agreement will become effective on the first date on which all Gaming Approvals have been obtained and are effective (the “Effective Date”).

* * * * *

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IN WITNESS WHEREOF, the undersigned have executed this Hotel and Casino Management Agreement as of the date and year first above written.

TENANT:
[OPCO],
a [                    ] limited liability company
By:
	Name: Title:
LANDLORD:
[PROPCO],
a Delaware limited liability company
By:
	Name: Title:
MANAGER:
[MGMTCO],
a [                    ] limited liability company
By:
	Name: Title:

EXHIBIT “A”

DEFINITIONS

Affiliate – any Person that, directly or indirectly, controls, is controlled by, or is under common control with, the referenced Party or other Person. For purposes hereof, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of any Person, or the power to veto major policy decisions of any Person, whether through the ownership of voting securities, by agreement, or otherwise.

Agreement – as defined in the Preamble.

Allocable Percentage – a fraction, (i) the numerator of which is the portion of Revenue generated by the Resort, and (ii) the denominator of which is Revenue, provided, that the sum of the Allocable Percentage under this Agreement and the Allocable Percentages (as defined and determined under the Management Agreements for the other CMBS Properties) shall equal 100%.

Alternate Manager – either (i) any manager or management company that is directly or indirectly owned and controlled and majority owned directly or indirectly by HET (provided there has been no Transfer of Control of HET) or (ii) any other manager or management company with respect to which the consent of Mortgagee has been obtained, which consent may be granted or withheld in such Mortgagee’s sole and absolute discretion.

Anti-Terrorism Laws – all present and future Applicable Laws addressing or in any way relating to acts of war, terrorist acts, financing of terrorist activities, drug trafficking, money laundering or similar activities that threaten the security of the United States of America, including (a) The United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act; (b) The Trading with the Enemies Act; (c) all rules and regulations issued by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control; and (d) Executive Orders 13224 issued by the President of the United States, and similar executive orders.

Applicable Laws – all (a) statutes, laws, rules, regulations, ordinances, codes or other legal requirements of any federal, state or local Governmental Authority, board of fire underwriters and similar quasi-Governmental Authority, including any legal requirements under any Approvals, and (b) judgments, injunctions, orders or other similar requirements of any court, administrative agency or other legal adjudicatory authority, in effect at the time in question and in each case to the extent the Manager Operated Areas or Person in question is subject to the same. Without limiting the generality of the foregoing, references to Applicable Law shall include any of the matters described in clause (a) or (b) above relating to employees, zoning, building, health, safety and environmental matters and accessibility of public facilities.

Approvals – all licenses, permits, approvals, certificates and other authorizations granted or issued by any Governmental Authority for the matter or item in question.

Assignment – as defined in Section 8.1.

A-1

Bank Accounts – as defined in Section 5.3.1.

Base Fee – as defined in Section 3.1.1.

Building Capital Improvements – all repairs, alterations, improvements, renewals, replacements or additions of or to the structure or exterior façade of the Manager Operated Areas, or to the mechanical, electrical, plumbing, HVAC (heating, ventilation and air conditioning), vertical transport and similar components of the Manager Operated Areas building that are capitalized under GAAP and depreciated as real property, but expressly excluding ROI Capital Improvements.

Business Interruption Insurance – insurance coverage against “Business Interruption and Extra Expense” (as that phrase is used within the United States insurance industry for application to transient lodging facilities), which complies with the applicable requirements under the Mortgage Loan Agreement, if any.

Capital Expenditure – any item of expense that, according to GAAP, is depreciable or amortizable (as opposed to expensed).

Capital Improvement – any improvement or item of any nature incorporated into the Resort, the cost of which is a Capital Expenditure.

Casino – the [casino] portion of the Resort [included in the “Casino Components” of the Operating Lease].

Casualty – any fire, flood or other act of God or casualty that results in damage or destruction to all or a portion of the Resort.

Centralized Services – as defined in the Shared Services Agreement.

Certified Financial Reports – as defined in Section 7.3.

Claims – claims, demands, suits, criminal or civil actions or similar proceedings that might be alleged by a third party (including enforcement proceedings by any Governmental Authority) against any Indemnified Party, and all liabilities, damages, fines, penalties, costs or expenses (including reasonable attorneys’ fees and expenses and other reasonable costs for defense, settlement and appeal) that any Indemnified Party might incur, become responsible for, or pay out for any reason, related to this Agreement, the development, construction, ownership or Operation of the Manager Operated Areas or the development, construction, marketing, sales, or Operation of any other component of the Resort, or otherwise relating to the Resort.

CMBS Financing – all mortgage and mezzanine loans or related financings that directly or indirectly encumber the respective assets of, and/or direct or indirect equity interests in, the CMBS Properties.

CMBS Financing Documents – all loan agreements, promissory notes, mortgages, deeds of trust, security agreement and other documents and instruments (including all amendments, modifications, side letter and similar ancillary agreements) relating to the CMBS Financing.

A-2

CMBS Properties – collectively, the Resort and the hotel/casino properties commonly known as [“Paris Las Vegas,” “Flamingo Las Vegas,” “Harrah’s Atlantic City,” “Rio Las Vegas,” “Harrah’s Laughlin” and “Harrah’s Las Vegas.”]

Competitor – as of the date of a proposed Transfer, any Person that is engaged, or is an Affiliate of a Person that is engaged, directly or indirectly through an affiliate, in the business of operating, managing or licensing competing Gaming casinos and establishments (i.e., a single casino with more than two thousand (2,000) gaming positions or two (2) or more casinos at least one (1) of which has more than one thousand (1,000) gaming positions) located in the United States (including, without limitation, Las Vegas Sands Corp., MGM MIRAGE, Wynn Resorts, Station Casinos, Inc., Columbia Sussex, Boyd Gaming Corporation, Morgan Hotel Group, Kerzner International or The Maloof Companies) and/or any person that controls any person or organization engaged directly or indirectly through an affiliate, primarily in the business of, directly or indirectly, operating, managing, licensing (as licensor) a Gaming casino or other establishment located in the United States.

Complimentaries – any goods or services (other than any Gaming incentive, such as match play coupons, promotional chips or other Gaming promotions) provided to customers free of charge, at a discounted rate or in the form of a rebate or credit. Such goods or services may include, for example, rooms, food and beverage, spa services and retail merchandise. Complimentaries may be provided to customers pursuant to a discretionary incentive program, targeted to either past, current or potential customers and may or may not be related to the customer’s level of past play so long as the same are provided on substantially the same basis as provided at Other Managed Resorts. Conversely, Complimentaries may be provided to customers pursuant to a nondiscretionary incentive program, such as a loyalty program, whereby the customer has earned the Complimentaries based on the customer’s level of past play.

Condemnation – a taking of all or any portion of the Manager Operated Areas by any Governmental Authority by condemnation or power of eminent domain for any purpose whatsoever, and a conveyance by Tenant in lieu or under threat of such taking.

Confidential Information – collectively, the Manager Confidential Information and the Tenant Confidential Information.

Copyrights – published and unpublished works of authorship, whether copyrightable or not (including databases, lists and other compilations of information, computer software, source code, object code, user interface, and user manuals and other training documentation related thereto), and all derivative works and applications, registrations, and renewals thereof.

Corporate Personnel – any personnel from the corporate or divisional offices of Manager or its Affiliates who perform activities at or on behalf of the Manager Operated Areas in connection with the services provided by Manager under this Agreement.

Corporate Travel Policy – as defined in Section 3.2(c).

Designated Accountant – the accounting firm so designated by Tenant and approved by Manager; provided that Manager shall not withhold its approval of a “Big Four” accounting firm.

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Diligence Activities – as defined in Section 13.4.3(a).

EBITDAM – as defined in the CMBS Financing Documents.

Effective Date – as defined in Section 16.14.5.

Employee Data – all contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), histories (including salary and employment), preferences, and all other information in the possession of Manager, whether private or public (including social security numbers, bank account and any other financial information), obtained by Manager in the ordinary course of business from or about Executive Personnel and Operating Personnel and pertaining to all such Executive Personnel and Operating Personnel that shall, following termination of this Agreement, continue to be employed by or are reasonably expected to become employees of Tenant, including any Copyrights related to the foregoing or to compilations or derivative works thereof.

Entity – a partnership, a corporation, a limited liability company, a Governmental Authority, a trust, an unincorporated organization or any other legal entity of any kind.

Equity Owners – the Individuals holding all Ownership Interests in a Party or in any Parent Companies of such Party, if any.

Event of Default – as defined in Section 13.3.1.

Executive Personnel – the Individuals employed from time to time as the general manager as well as the controller, and the directors of human resources, rooms, food and beverage [and] sales and marketing[, surveillance, information technology, security and gaming] of the Resort, or serving such functions, regardless of the specific titles given to such Individuals.

FF&E – shall have the meaning set forth in the Operating Lease.

Force Majeure Event – are delays beyond the reasonable control of the party asserting the delay, and include delays caused by acts of God, acts of war, terrorist attack, civil commotions, riots, strikes, lockouts, acts of government in either its sovereign or contractual capacity, perturbation in telecommunications transmissions, inability to obtain suitable labor or materials, accident, fire, water damages, flood, earthquake, or other natural catastrophes.

GAAP – those conventions, rules, procedures and practices, consistently applied, affecting all aspects of recording and reporting financial transactions which are generally accepted by major independent accounting firms in the United States at the time in question.

Gaming – the conduct of any commercial gaming or gambling activities including the operation of any gaming device, table or other gambling game, any banking or percentage game or any other game or device approved by the [                    ] Gaming Authorities.

Gaming Approvals – all licenses, permits, certificates, authorizations, registrations, waivers, variances, exemptions, franchises, findings of suitability and entitlements issued or issuable by any Gaming Authority or under any Gaming Law that are necessary to permit the

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Parties hereto to consummate the transactions contemplated by this Agreement, including to permit the Manager to manage the Resort and to receive the Base Fee and the Incentive Fee, in each case pursuant to this Agreement.

Gaming Authorities – the applicable gaming board, commission or other Governmental Authority or any successor to such authority which (a) has, or may at any time after the date hereof have, jurisdiction over the gaming activities at the Resort or (b) is, or may at any time after the date hereof be, responsible for interpreting, administering and enforcing the Gaming Laws.

Gaming Equipment – all electronic, manual, video equipment, devices or machinery, together with all computerized software and hardware necessary for the use, operation and enjoyment of such equipment or devices and other related gaming equipment and supplies, including slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems [(as defined in NRS § 463.014)], mobile gaming systems and associated equipment [(as defined in NRS § 463.0136)], used in connection with the operation of a casino, which may be purchased, leased, or licensed to Tenant for installation and use at the Casino.

Gaming Laws – any Applicable Law regulating or otherwise pertaining to casinos, legal gaming or gambling.

Governmental Authority – any government or political subdivision, or an agency, body, board, commission or instrumentality thereof.

Guest Data – any and all guest or customer profiles, contact information (e.g., addresses, phone numbers, facsimile numbers and email addresses), histories, preferences and any other guest or customer information in any database of HET or its Affiliates, whether obtained or derived by Manager or its Affiliates from: (i) guests or customers of the Resort; (ii) guests or customers of any Other Managed Resort (including any condominium or interval ownership properties) owned, leased, Operated, licensed or franchised by Manager or its Affiliates, or any facility associated with the Other Managed Resorts (including restaurants, golf courses and spas); or (iii) any other sources and databases, including “Harrah’s” brand websites, “Harrah’s” central reservations database, operational data base (ODS) and any “Harrah’s” player loyalty program (i.e., Total Rewards).

HET – as defined in the Recitals.

HLC – as defined in the Recitals.

HOC – as defined in the Recitals.

Hotel – the [hotel] portion of the Resort [included in the “Hotel Components” of the Operating Lease].

Identifier – any domain name, universal resource locator, link, metatag, keyword, pop-up or pop-under ad or other means of identifying Manager and/or its Affiliates or the Manager Operated Areas on the internet.

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Incentive Fee – as defined in Section 3.1.2.

Indemnified Party – any Tenant Indemnified Parties or Manager Indemnified Parties who are entitled to receive indemnification pursuant to this Agreement.

Indemnifying Party – any Party obligated to indemnify an Indemnified Party pursuant to this Agreement.

Individual – a natural person, whether acting for himself or herself, or in a representative capacity.

Insurance Costs – all insurance premiums or other costs paid for any insurance policies (including Business Interruption Insurance) maintained with respect to the Manager Operated Areas.

Invoice Period – as defined in Section 3.5.1.

Land – as defined in the Recitals.

Landlord – [PROPCO], a Delaware limited liability company, or the Mortgagee in the event of a foreclosure or deed-in-lieu or their respective successors and assigns.

Lease – any lease, sublease or sub-sublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Resort (other than short term arrangements with transient hotel guests entered into in the usual course of business), and (a) every modification, amendment or other agreement relating to such lease, sublease, sub-sublease, or other agreement entered into in connection with such lease, sublease, sub-sublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

Lease Default – as defined in Section 13.4.1.

Legal Requirements – with respect to the Resort, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Resort or any part thereof (including, without limitation, all Gaming Laws), or affecting the construction, use, alteration or Operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all Approvals, permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant or Manager, at any time in force affecting the Resort or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Resort or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance

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document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws.

Lender – the lender under the CMBS Financing.

LET – Live Entertainment Tax.

Managed Resorts – collectively, the Resort and the Other Managed Resorts.

Manager – as defined in the Preamble.

Manager Confidential Information – information relating to Manager’s business that derives value, actual or potential, from not being generally known to others (including information disclosed to Manager by Manager’s service providers and licensors under an obligation of confidentiality), including all Manuals, Proprietary Information and Systems (for the purposes of this definition only, the reference to Guest Data in the definition of Proprietary Information and Systems is hereby amended to specifically exclude Resort Guest Data), Guest Data (excluding Resort Guest Data), fees and terms of all Shared and/or Centralized Services, and any documents and information specifically designated by Manager orally or in writing as confidential or by its nature would reasonably be understood to be confidential or proprietary, to which Tenant obtains access by virtue of the relationship between the Parties.

Manager Event of Default – as defined in Section 13.2.1.

Manager Indemnified Parties – as defined in Section 9.3.1.

Manager Operated Areas – areas of the Resort managed and Operated by Manager pursuant to this Agreement, including the Hotel.

Manager’s Gross Negligence or Willful Misconduct – a determination by final adjudication of any gross negligence, knowingly willful misconduct, or fraud committed by Manager or its Affiliates in the performance of Manager’s duties under this Agreement; provided, however, that (a) the acts or omissions of Operating Personnel shall not be imputed to Manager or its Affiliates, or any Corporate Personnel, or otherwise deemed to constitute Manager’s Gross Negligence or Willful Misconduct, and (b) no settlement by either Party in good faith of any Claims (including Claims by Operating Personnel) shall be deemed to create any presumption that the acts or omissions giving rise to such Claims constitute Manager’s Gross Negligence or Willful Misconduct.

Manuals – all written, digitized, computerized or electronically formatted manuals and other documents and materials prepared and used by Manager or its Affiliates for “Harrah’s” brand hotels and casinos, as instructions, requirements, guidance or policy statements with respect to Manager’s or its Affiliates’ chain of “Harrah’s” brand hotels and casinos, which are loaned or otherwise made available to Tenant, including design guidance for the Physical Standards.

Markers – the meaning ascribed to the term “Credit instrument” in NRS § 463.01467.

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Mortgage – any real estate, leasehold, chattel mortgage, pledge, security agreement, deed of trust, security deed or similar document or instrument encumbering the Manager Operated Areas or any part thereof, together with all promissory notes, loan agreements or other documents relating thereto.

Mortgage Loan Agreement – that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company, Morgan Stanley Mortgage Capital Holdings LLC, German American Capital Corporation and the other lenders that may become a party thereto from time to time, and Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Harrah’s Laughlin Propco, LLC and Paris Las Vegas Propco, LLC.

Mortgage Loan Default – as defined in Section 13.4.1.

Mortgagee – as defined in the Operating Leases.

[Nevada Gaming Authorities – collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and/or any other state and local regulatory and licensing bodies with authority over Gaming activities and devices in the State of Nevada.

Nevada Gaming Laws – all laws pursuant to which any Nevada Gaming Authority possesses regulatory, licensing or permit authority over Gaming or the distribution of Gaming Equipment, codified in NRS Chapter 463 and the regulations of the Nevada Gaming Commission promulgated thereunder.

New Jersey Gaming Authorities – collectively, the New Jersey Casino Control Commission, the Division of Gaming Enforcement, and/or any other state and local regulatory and licensing bodies with authority over gaming activities and devices in the State of New Jersey.

New Jersey Gaming Laws – all laws pursuant to which any New Jersey Gaming Authority possesses regulatory, licensing or permit authority over gaming or the distribution of gaming devices and associated equipment, codified in the New Jersey Casino Control Act, N.J.S.A. 5:12-1.1 et seq. and the regulations of the New Jersey Casino Control Commission promulgated thereunder.

NRS – the Nevada Revised Statutes, currently in effect and as amended from time to time.]

Operate, Operating or Operation – to manage, operate, use, maintain, market, promote, and provide other management or operations services to a hotel, casino and/or convention facility.

Operating Account – as defined in Section 5.3.1(a).

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Operating Expenses – with respect to any period of time, all ordinary and necessary expenses incurred in the Operation of the Manager Operated Areas, including all (a) Operating Personnel Costs and all other Reimbursable Expenses, (b) all expenses for maintenance and repair, (c) costs for utilities, (d) administrative expenses, including all costs and expenses relating to the Bank Accounts and Certified Financial Reports, (e) costs and expenses for marketing, advertising and promotion of the Manager Operated Areas, and (f) amounts payable to Manager as set forth in this Agreement, all as determined in accordance with GAAP and the Uniform System, but expressly excluding the following: (i) Operating Fees; (ii) Taxes; (iii) Insurance Costs; (iv) any expenditures for Routine Capital Improvements, Building Capital Improvements or ROI Capital Improvements; (v) costs for the rental of real or personal property (except, with respect to personal property, rentals incurred directly in connection with revenue generating activities); (vi) costs for the administration of Tenant (including any board or shareholder meetings) or Tenant’s personnel (other than Operating Personnel), including salaries, wages, employee benefits and reimbursements of Tenant’s directors, officers, employees or agents; (vii) interest; and (viii) fees and costs for professional services, including the fees and expenses of attorneys, accountants and appraisers, incurred directly or indirectly in connection with any category of expense that is not itself an Operating Expense.

Operating Fees – collectively, the Base Fee and Incentive Fee.

[Operating Leases – means those certain Operating Leases between Tenant and Landlord, one for the “Hotel Components” and one for the “Casino Components”, each dated as of January 28, 2008, as amended from time to time.]

Operating Permits – shall have the meaning set forth in Section 15.3.6.

Operating Personnel – all Individuals performing services to be provided pursuant to this Agreement in the name of Manager or its Affiliates at the Manager Operated Areas during the Term, whether such Individuals are employed by Tenant, Manager or an Affiliate of Tenant or Manager.

Operating Personnel Costs – the direct salaries, wages and fringe benefits paid to, payable to, or accrued for the benefit of any Operating Personnel, including: (a) contributions required pursuant to Applicable Laws including minimum wages under collective bargaining agreements, and wages and benefits under employment agreements; (b) employment taxes; (c) pension fund contributions; (d) group life, accident and health insurance premiums; (e) profit sharing; (f) retirement benefits; (g) disability benefits; and (h) recruitment and relocation expenses.

Operating Standard – at a standard and level of quality consistent with the standard and level of quality applicable to the Operation of the Resort on the date hereof.

Operating Year – each calendar year during the Term, except that the first (1st) Operating Year (if not commenced on January 1st) shall be a partial year beginning on the Effective Date, and ending on the following December 31st, and if this Agreement is terminated effective on a date other than December 31st in any year, then the last Operating Year shall also be a partial year commencing on January 1st of the year in which such expiration or termination occurs and ending on the effective date of expiration or termination.

Other CMBS Entities – the Entities set forth on Exhibit “B”.

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Other Managed Resorts – those hotels and casinos, time-share, interval ownership facilities, vacation clubs, and other lodging facilities and residences that are owned and/or Operated by Manager or its Affiliates under brands of HET and its Affiliates, third-party brand or no brand.

Out-of-Pocket Expenses – the reasonable out-of-pocket costs (with no mark-up or profit to Manager) incurred by Manager or its Affiliates in performing its services under this Agreement, including air and ground transportation, meals, lodging, taxis, gratuities, document reproduction, printing, promotional materials, stationery, postage, long-distance telephone calls and facsimiles.

Ownership Interests – all forms of ownership, whether legal or beneficial, voting or non-voting, including stock, partnership interests, limited liability company membership or ownership interests, joint tenancy interests, proprietorship interests, trust beneficiary interests, proxy interests, power-of-attorney interests, and all options, warrants and instruments convertible into such other interests, and any other right, title or interest not included in this definition that constitutes a form of direct or indirect ownership in a Person.

Parent Company – with respect to any Party, an Entity that holds a majority of the Ownership Interest in such Party, whether directly or indirectly through an Ownership Interest in one (1) or more other Entities holding an Ownership Interest in such Party.

Parking & Driveway Areas – the parking structure and driveways servicing the Resort and the general public.

Party or Parties – as defined in the Preamble.

Payroll Account – as defined in Section 5.3.1(b).

Person – any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

Physical Standards – the standards of design, construction, furnishing and equipping (including, but not limited to, FF&E) that are consistent with the standard applicable to the Operation of the Resort on the date hereof.

Prohibited Person – means a Person that (a) is a Competitor; (b) is generally recognized in the community as being a Person of ill repute or is in any other manner a Person with whom a prudent businessperson would not wish to associate in a commercial venture; or (c) is a Person that would result in the denial, threatened denial, loss or threatened loss of any liquor license held or applied for in connection with the Manager Operated Areas or Manager’s or its Affiliates’ compliance with any Gaming Laws or Anti-Terrorism Laws.

Properties – as defined in the CMBS Financing Documents.

Property-Specific License Agreement – as defined in the Recitals.

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Proprietary Information and Systems – collectively, (a) certain proprietary information, techniques and methods of operating gaming, hotel and related businesses; (b) certain proprietary information, techniques and methods of designing games used in gaming and related businesses; (c) certain proprietary information, techniques and methods of training employees in the gaming, hotel and related businesses; (d) certain proprietary business plans, projections and marketing, advertising and promotion plans, strategies, and systems, in the case of (a) through (d), which have been developed and/or acquired over many years through the expenditure of time, money and effort and which Manager and its Affiliates maintain as confidential and as a Trade Secret(s); and (e) Guest Data, as well as any Copyrights, Software, Manuals, and Identifiers related to any of the foregoing.

Proprietary Rights – those Trademarks, Identifiers, Guest Data (excluding the Resort Guest Data), Software, Manuals and other Manager Confidential Information, and other property rights and interests that are part of the system for operating the “Harrah’s” brand hotels and casinos, or by their nature would reasonably be understood to be proprietary to Manager, HET or their Affiliates and not solely to Tenant.

Purchasing Program – as defined in Section 5.4.

Reimbursable Expenses – the following expenses incurred by Manager or any of its Affiliates: (a) all Operating Personnel Costs; (b) all amounts paid by Manager (x) pursuant to the Shared Services Agreement and (y) to third parties relating to Third-Party Centralized Services, in each case pursuant to Section 4.1; (c) all Out-of-Pocket Expenses incurred by Manager directly in connection with its Operation of the Manager Operated Areas; (d) the reasonable per diem charge as established by Manager from time to time for personnel of Manager or its Affiliates assigned to special projects for the Manager Operated Areas; (e) payments made or incurred in accordance with the terms and conditions of this Agreement by Manager or its Affiliates, or its or their employees to third parties for goods and services (i) in the ordinary course of business in the Operation of the Manager Operated Areas (at prices and on terms and at a level of quality at least as favorable to Tenant as generally available in the relevant market and consistent with terms made available to substantially all Other Managed Resorts receiving such goods and services), (ii) as permitted under this Agreement, or (iii) as otherwise approved by Tenant; (f) all Taxes, assessments, duties, levies or charges (other than Manager’s income taxes) imposed by any Governmental Authority against any reimbursements payable to Manager under this Agreement for expenses incurred for Tenant’s account, including the other Reimbursable Expenses listed herein; and (g) costs incurred by Operating Personnel in attending management conferences and seminars organized by the corporate divisions of Manager or its Affiliates, and any costs of Corporate Personnel in presenting and/or training the Operating Personnel at such conferences and seminars.

Rents – without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant (or employees of Tenant) from any and all sources arising from or attributable to the operation of the Manager Operated Areas, and proceeds, if any, from

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business interruption or other loss of income or insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Tenant or Manager or any Alternate Manager or the Third Party Operated Areas (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance.

Resort – as defined in the Recitals.

Resort Guest Data – that portion of the Guest Data that is comprised of all guest and/or customer profiles, contact information (including addresses, phone numbers, facsimile numbers and email addresses), histories, preferences, and all other information in the possession of Manager, whether private or public (including credit card and other financial information), that is obtained by Manager in the ordinary course of business from or about such guests and/or customers from any source whatsoever and concerning, related to, or arising from (a) the transient occupancy aspects of the Manager Operated Areas during such guests’ and customers’ stay or visit at the Resort or such guests’ and customers’ visits to, use of, or participation in any websites, databases, or programs from which information is collected and (b) the Casino, including such guests’ or customers’ gambling activity and history in the Casino, including any Copyrights related to the foregoing or to compilations or derivative works thereof.

Revenue – all Rents and items of income or revenue (of any kind) on an aggregate basis collected from the Operation of all of the Properties.

ROI Capital Improvements – all alterations, improvements, replacements, renewals and additions to the Manager Operated Areas that are capitalized under GAAP and involve a material change in the primary use of, or a material physical expansion or alteration of, the Manager Operated Areas (including adding or removing guest rooms or meeting rooms, or changing the configuration of the Manager Operated Areas).

Routine Capital Improvements – all maintenance, repairs, alterations, improvements, replacements, renewals and additions to the Manager Operated Areas (including replacements and renewals of FF&E and Supplies, exterior and interior painting, resurfacing of walls and floors, resurfacing parking areas and replacing folding walls) that are capitalized under GAAP and not depreciated as real property. For avoidance of doubt, Routine Capital Improvements expressly exclude Building Capital Improvements and ROI Capital Improvements.

Shared Services – as defined in Section 4.1.

Shared Services Agreement – as defined in the Recitals.

Shared Services Charges – as defined in Section 4.2.

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Software – all computer software (including source code, object code, algorithms, and user interface) and accompanying documentation (including all future enhancements, upgrades, additions, substitutions and other modifications thereof) provided to Tenant by Manager or third-parties designated by Manager for use in the Managed Resorts.

Subject Fees – as defined in the Mortgage Loan Agreement.

Supplies – all operating supplies and equipment used in the Operation of the Manager Operated Areas.

System License Agreement – as defined in the Recitals.

System Standards – collectively, the Physical Standards and the Operating Standards.

System Standards Deficiency Notice – as defined in Section 5.1.2.

Taxes – all taxes, assessments, duties, levies and charges, including ad valorem taxes on real property, personal property taxes and business and occupation taxes, imposed by any Governmental Authority against Tenant in connection with the ownership or Operation of the Manager Operated Areas, but expressly excluding income, franchise or similar taxes imposed on Tenant.

Tenant – as defined in the Preamble.

Tenant Confidential Information – information relating to the Resort and/or Tenant’s business that derives value, actual or potential, from not being generally known to others, including any Tenant Proprietary Information and Systems and any documents and information specifically designated by Tenant orally or in writing as confidential or by its nature would reasonably be understood to be confidential or proprietary, to which Manager obtains access by virtue of the relationship between the Parties.

Tenant Event of Default – as defined in Section 13.3.1.

Tenant Indemnified Parties – as defined in Section 9.3.2.

Tenant Proprietary Information and Systems – anything falling within subsections (a) through (d) of the definition of Proprietary Information and Systems to the extent prepared, designed, created or collected for the sole use and benefit of the Manager Operated Areas.

Tenant’s Representative – as defined in Section 16.6.

Term – as defined in Section 13.1.

Third-Party Centralized Services – as defined in Section 4.1.

Third-Party Operating Agreement – a lease and/or management agreement pursuant to which a Third-Party Operator manages and operates one or more Third-Party Operated Areas.

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Third-Party Operated Areas – areas of the Resort managed and operated by one or more third-party lessees or managers pursuant to lease and/or management agreements in effect as of the date hereof or entered into from time to time hereafter.

Third-Party Operator – a third-party lessee or manager that manages and operates one or more Third-Party Operated Areas.

Trademarks – all current and future trademarks, trade names, service marks, designs, logos, symbols, product configuration, industrial design, trade dress, slogans and other indicia of origin for the “Harrah’s” brand or any of the Shared Services, including all derivations of any of the foregoing.

Transfer – any Assignment or Transfer of Ownership Interests.

Transfer of Control – any Transfer of Ownership Interests of a Party that results in either (a) a transfer of fifty percent (50%) or more of the Ownership Interests in such Party or any Parent Companies of such Party, if any; or (b) the loss of the right to direct or control the management of the day-to-day operations of such Party.

Transfer of Ownership Interests – any (a) sale, assignment, disposition, conveyance, gift, pledge or other transfer, in whole or in part, of any Ownership Interests in a Party or any Parent Companies of such Party, if any, including any change in the Equity Owners of Tenant, (b) merger, consolidation, reorganization or other restructuring of such Party or any Parent Companies of such Party, if any, (c) issuance of additional Ownership Interests in such Party or any Parent Companies of such Party, if any, that would have the effect of diluting voting rights or beneficial ownership of the Ownership Interests in such Party or any Parent Companies of such Party, if any, in each case whether voluntary, involuntary, by operation or law or otherwise (including as a result of any divorce, bankruptcy, insolvency or dissolution proceedings, by declaration of or transfer in trust, or under a will or the laws of intestate succession).

Transition Period – as defined in Section 13.4.3(b).

Transition Period Commencement Date – as defined in Section 13.4.3(b).

Transition Services – as defined in Section 13.4.3(b).

Uniform System – the Uniform System of Accounts for the Lodging Industry that is published by the Hotel Association of New York City, Inc. and approved by the American Hotel & Motel Association, in effect at the time in question (currently, the 10th Revised Edition, 2006).

Working Capital – with respect to any portion of the Manager Operated Areas, funds which are reasonably necessary for the day-to-day operation of such Manager Operated Area’s business in accordance with this Agreement.

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EXHIBIT “B”

OTHER CMBS ENTITIES

[Item No.	Legal Name	Domicile
1.	Cinderlane, Inc.	NV
2.	Flamingo Las Vegas Holding, Inc.	NV
3.	Flamingo Las Vegas Mezz 1, LLC	DE
4.	Flamingo Las Vegas Mezz 2, LLC	DE
5.	Flamingo Las Vegas Mezz 3, LLC	DE
6.	Flamingo Las Vegas Mezz 4, LLC	DE
7.	Flamingo Las Vegas Mezz 5, LLC	DE
8.	Flamingo Las Vegas Mezz 6, LLC	DE
9.	Flamingo Las Vegas Mezz 7, LLC	DE
10.	Flamingo Las Vegas Mezz 8, LLC	DE
11.	Flamingo Las Vegas Mezz 9, LLC	DE
12.	Flamingo Las Vegas Operating Company, LLC	NV
13.	Flamingo Las Vegas Propco, LLC	DE
14.	Harrah’s Atlantic City Holding, Inc.	NJ
15.	Harrah’s Atlantic City Mezz 1, LLC	DE
16.	Harrah’s Atlantic City Mezz 2, LLC	DE
17.	Harrah’s Atlantic City Mezz 3, LLC	DE
18.	Harrah’s Atlantic City Mezz 4, LLC	DE
19.	Harrah’s Atlantic City Mezz 5, LLC	DE
20.	Harrah’s Atlantic City Mezz 6, LLC	DE
21.	Harrah’s Atlantic City Mezz 7, LLC	DE
22.	Harrah’s Atlantic City Mezz 8, LLC	DE
23.	Harrah’s Atlantic City Mezz 9, LLC	DE
24.	Harrah’s Atlantic City Operating Company, LLC	NJ
25.	Harrah’s Atlantic City Propco, LLC	DE
26.	Harrah’s Las Vegas, Inc.	NV
27.	Harrah’s Las Vegas Mezz 1, LLC	DE
28.	Harrah’s Las Vegas Mezz 2, LLC	DE
29.	Harrah’s Las Vegas Mezz 3, LLC	DE
30.	Harrah’s Las Vegas Mezz 4, LLC	DE
31.	Harrah’s Las Vegas Mezz 5, LLC	DE
32.	Harrah’s Las Vegas Mezz 6, LLC	DE

B-1

[Item No.	Legal Name	Domicile
33.	Harrah’s Las Vegas Mezz 7, LLC	DE
34.	Harrah’s Las Vegas Mezz 8, LLC	DE
35.	Harrah’s Las Vegas Mezz 9, LLC	DE
36.	Harrah’s Las Vegas Propco, LLC	DE
37.	Harrah’s Laughlin, Inc.	NV
38.	Harrah’s Laughlin Mezz 1, LLC	DE
39.	Harrah’s Laughlin Mezz 2, LLC	DE
40.	Harrah’s Laughlin Mezz 3, LLC	DE
41.	Harrah’s Laughlin Mezz 4, LLC	DE
42.	Harrah’s Laughlin Mezz 5, LLC	DE
43.	Harrah’s Laughlin Mezz 6, LLC	DE
44.	Harrah’s Laughlin Mezz 7, LLC	DE
45.	Harrah’s Laughlin Mezz 8, LLC	DE
46.	Harrah’s Laughlin Mezz 9, LLC	DE
47.	Harrah’s Laughlin Propco, LLC	DE
48.	Rio Mezz 1, LLC	DE
49.	Rio Mezz 2, LLC	DE
50.	Rio Mezz 3, LLC	DE
51.	Rio Mezz 4, LLC	DE
52.	Rio Mezz 5, LLC	DE
53.	Rio Mezz 6, LLC	DE
54.	Rio Mezz 7, LLC	DE
55.	Rio Mezz 8, LLC	DE
56.	Rio Mezz 9, LLC	DE
57.	Rio Property Holding, LLC	NV
58.	Rio Properties, Inc.	NV
59.	Rio Propco, LLC	DE
60.	Paris Las Vegas Holding, Inc.	NV
61.	Paris Las Vegas Mezz 1, LLC	DE
62.	Paris Las Vegas Mezz 2, LLC	DE
63.	Paris Las Vegas Mezz 3, LLC	DE
64.	Paris Las Vegas Mezz 4, LLC	DE
65.	Paris Las Vegas Mezz 5, LLC	DE
66.	Paris Las Vegas Mezz 6, LLC	DE
67.	Paris Las Vegas Mezz 7, LLC	DE

B-2

[Item No.	Legal Name	Domicile
68.	Paris Las Vegas Mezz 8, LLC	DE
69.	Paris Las Vegas Mezz 9, LLC	DE
70.	Paris Las Vegas Operating Company, LLC	NV
71.	Paris Las Vegas Propco, LLC	DE
72.	Twain Avenue, Inc.	NV]

B-3

EXHIBIT “C”

ENVIRONMENTAL DISCLOSURES

None.

C-1

EX-10.13

Exhibit 10.13

AMENDED AND RESTATED OPERATING LEASE

BETWEEN

[PROPCO]

as Landlord

AND

[OPCO]

as Tenant

Dated: as of August 31, 2010

Premises:	The Hotel Components, together with the related Fixtures, such FF&E as is owned by the Landlord and the Leased Personal Property (each capitalized term as defined herein)
Facility Name:	[_____]
Street Address:	[_____]
Town:	[_____]
County:	[_____]
State:	[_____]
Zip Code:	[_____]

TABLE OF CONTENTS

		Page
ARTICLE A CERTAIN LEASE PROVISIONS		1
ARTICLE B CERTAIN DEFINITIONS; PRINCIPLES OF CONSTRUCTION		2
ARTICLE I	PREMISES AND TERM	16
ARTICLE II	BASE RENT; SUPPLEMENTARY RENT; COLLECTION BANK ACCOUNT AND DEPOSITS	17
ARTICLE III	IMPOSITIONS	26
ARTICLE IV	USE AND OPERATION OF PREMISES; DELEGATION TO MANAGER; MANAGEMENT AGREEMENT; TRANSITION SERVICES; MANAGEMENT	28
ARTICLE V	CONDITION OF PREMISES, ALTERATIONS AND REPAIRS	30
ARTICLE VI	INSURANCE	32
ARTICLE VII	DAMAGE OR DESTRUCTION	32
ARTICLE VIII	CONDEMNATION	35
ARTICLE IX	ASSIGNMENT AND SUBLETTING	37
ARTICLE X	SUBORDINATION	43
ARTICLE XI	OBLIGATIONS OF TENANT	46
ARTICLE XII	DEFAULT BY TENANT; REMEDIES	50
ARTICLE XIII	NO WAIVER	58
ARTICLE XIV	ESTOPPEL CERTIFICATE; CONSENT	59
ARTICLE XV	QUIET ENJOYMENT	59
ARTICLE XVI	SURRENDER	60
ARTICLE XVII	ACCESS	61
ARTICLE XVIII	ENVIRONMENTAL MATTERS	61
ARTICLE XIX	FINANCIAL AND REGULATORY REPORTING COVENANTS	65
ARTICLE XX	OPERATIONS	66
ARTICLE XXI	MISCELLANEOUS PROVISIONS	70
SCHEDULE “A”	PREMISES	Sch. A-1
SCHEDULE “B”	OPERATING LEASES	Sch. B
EXHIBIT A	CASINO/HOTEL COMPONENTS FLOOR PLANS	Ex. A

i

AMENDED AND RESTATED OPERATING LEASE

THIS AMENDED AND RESTATED OPERATING LEASE is made as of the 31^st day of August, 2010 (as the same may be amended, modified and/or restated from time to time in accordance with the terms and conditions hereof, this “Lease”), between [PROPCO], a Delaware limited liability company, having an office for the conduct of business at [                        ] (subject to Section 21.3(a) and Section 21.7, “Landlord”), and [OPCO], a [                    ] (subject to Section 21.3(b) and Section 21.7, “Tenant”) having an office for the conduct of business at [                ].

[WHEREAS, Landlord and Tenant entered into that certain Operating Lease (Hotel Components), dated as of January 28, 2008 (the “Original Lease”);

WHEREAS, the Original Lease was amended pursuant to that certain First Amendment to Operating Lease dated as of May 22, 2008 (the “First Amendment;” the Original Lease as modified by the First Amendment, the “Amended Lease”); and

WHEREAS, Landlord and Tenant now wish to further amend and restate the Amended Lease as set forth herein.]

W I T N E S S E T H:

The parties hereto, for themselves, and their administrators, legal representatives, successors and permitted assigns, hereby covenant as follows:

ARTICLE A

CERTAIN LEASE PROVISIONS

1.	Address for the Premises:		As set forth on Schedule A hereto.
2.	(a)	“Term”:	A term which is fifteen (15) years, beginning on the Commencement Date (as defined below) and ending on the Expiration Date (as defined below) (the “Term”).
	(b)	“Commencement Date”:	The date of the Original Lease.
	(c)	“Expiration Date”:	January 31, 2023, or such earlier date on which this Lease shall terminate or be terminated pursuant to the terms hereof.

3.	“Base Rent” for the Premises:	(a) For the first Lease Year (as defined below), $[______] per annum, payable in advance in equal consecutive installments of $[_____] on the [____] Business Day of each month (the “Initial Annual Rent”), which amounts represent the full Initial Annual Rent and monthly installments thereof for the first Lease Year;
		(b) For the second Lease Year, an amount per annum equal to the Initial Annual Rent multiplied by the Escalation Percentage (as defined below), payable in advance in equal consecutive installments on the [____] Business Day of each month;
		(c) For the third and each Lease Year thereafter during the Term, an amount per annum equal to the Base Rent for the immediately prior Lease Year multiplied by the Escalation Percentage, payable in advance in equal consecutive installments on the [____] Business Day of each month (the final Lease Year, if less than a full year, to be prorated); and
		(d) The “Escalation Percentage” during the Term shall be one hundred and three percent (103%) per annum.
		Notwithstanding the foregoing, payments of Base Rent in any month shall be made net of payments of Management Fees (as defined below) in respect of such month as and to the extent provided in Article II.
4.	Use of Premises:	The operation of the Premises (as defined herein) as a hotel, and uses normally incident thereto.
5.	Address for Notice:	As set forth in Section 21.8

ARTICLE B

CERTAIN DEFINITIONS; PRINCIPLES OF CONSTRUCTION

As used in this Lease, the following terms have the following meanings or are defined in the section of this Lease so indicated:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with, such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through having ordinary voting power to elect a majority of the board of directors (or similar governing body) of such Person, by contract, or otherwise.

2

“Alterations” is defined in Section 5.4.

“Alternate Manager” shall have the meaning set forth in the Management Agreement.

“Alternate Management Agreement” means a management agreement with an Alternate Manager.

“Bankruptcy Code” means the provisions of 11 U.S.C. Section 101 et seq., as amended from time to time, or any other present or future Legal Requirement respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

“Base Rent” is defined in Article A, Section 3.

“Building” and “Buildings” respectively mean any one or more of the buildings and the other improvements now or hereafter erected on the Land, including, without limitation, the related Fixtures.

“Business Day” and “Business Days” shall mean any day other than a Saturday, Sunday or any other day on which national banks based in New York, New York or Las Vegas, Nevada are not open for business.

“Cash Management Account” shall mean a separate and identifiable account to be held by for the benefit of Mortgagee, which shall be under the sole dominion and control of Mortgagee, as specified by Mortgagee to Tenant from time to time.

“Casino Components” shall mean, collectively, those portions of the Land and Building devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations, including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas, in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws, as represented by the marked areas of the floor plans, attached hereto as Exhibit A.

“Change in Control” shall have the meaning given such term in the Mortgage Loan Agreement.

“Claims” is defined in Section 11.3.

“Closing Date” and “Closing” is defined as the “Original Closing Date” or the “Swap Closing Date”, as applicable, under the Loan Documents.

3

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Collateral” is defined in Section 2.6.

“Collateral Agent” means Bank of America, N.A., a bank chartered under the laws of the United States of America, as collateral agent for the Lender, together with any successors, assigns or replacements in accordance with the applicable Loan Documents.

“Collection Account” shall mean, individually or collectively as the context indicates, (a) those certain segregated accounts to be established by Tenant with Collection Bank into which Tenant shall cause all credit card receipts and all Revenues to be deposited pursuant to the terms hereof, and (b) subject to Landlord’s and Mortgagee’s prior reasonable approval, such replacement collection account or accounts established by Tenant at any successor Collection Bank.

“Collection Account Agreement” shall mean those certain account control agreements required under the Mortgage Loan Agreement to be entered into among Mortgagee, Landlord, the Affiliates of Landlord that are landlords under the Other Operating Leases, Tenant, the Affiliates of Tenant that are tenants under the Other Operating Leases, and Collection Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collection Bank” shall mean those Persons that are parties to the Collection Account Agreement from time to time, which Persons must meet the requirements for a Collection Bank set forth in the Mortgage Loan Agreement.

“Commencement Date” is set forth in Article A, Section 2(b).

“Customer Data” shall mean all retained data to the extent arising out of customers’ use of the hotel at the Premises including, without limitation, hotel reservation data. For clarity, “Customer Data” excludes any data to the extent arising out of customers’ use of other facilities owned by the Tenant’s Affiliates.

“Default” means the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

“Default Rate” shall mean a rate per annum equal to two percent above the per annum weighted average interest rate of the Loans from time to time, which as of the date hereof is the sum of five percent (5%) plus LIBOR (as defined in and determined under the Mortgage Loan Documents), but in no event in excess of the amount that may be legally charged and collected by Landlord from Tenant.

“Diligence Activities” shall have the meaning set forth in the Management Agreement.

“Ending Date” is defined in Section 8.2.

4

“Environmental Law” and “Environmental Laws” are defined in Section 18.11.

“Equipment” shall mean, with respect to the Hotel Components, any equipment now or hereafter used at or in connection with the Hotel Components or is located thereon or therein (excluding all Gaming Equipment), including all machinery, equipment, furnishings, and electronic data-processing and other office equipment and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any corresponding or succeeding provisions of applicable law, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

“Event of Default” is defined in Section 12.1.

“Expiration Date” is defined in Article A, Section 2(c).

“FF&E” shall mean, collectively, all furniture, fixtures, goods, inventory, Equipment, furnishings, objects of art, machinery, appliances, appurtenances and signage (as such terms are defined in the Uniform Commercial Code, as applicable) together with tools and supplies (including, but not limited to, all spare parts inventories and linen, china, glassware, tableware, uniforms, other inventory and similar items) and all other similar property now or hereafter located at the Hotel Components or usable in connection with the present or future operation and occupancy of the Hotel Components. “FF&E” shall include, without limitation: beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, silverware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, fittings, plants, heating fixtures, lighting fixtures, plumbing fixtures, fire prevention extinguishing and all other apparatuses, stoves, ranges, refrigerators, laundry machines, machinery, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, any other electronic equipment of every nature, and other hotel or casino furniture, furnishings and equipment. Notwithstanding the foregoing, FF&E shall not include any (i) Gaming Equipment, (ii) Fixtures or (iii) items owned by tenants (other than Tenant) or by third party operators (other than Tenant).

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of this Lease.

5

“Fixtures” shall mean all Equipment now owned, or the ownership of which is hereafter acquired, which is so related to the Land and the Buildings (other than the portion thereof included in the Casino Components) that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Building, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Buildings or the Land (other than the portion thereof included in the Casino Components), including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Landlord’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Force Majeure” is defined in Section 21.15.

“GAAP” means generally accepted accounting principles, applied on a “consistent basis”, as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.

“Gaming Authorities” shall mean, in any jurisdiction in which Landlord, Tenant or any of its or their subsidiaries manages or conducts any casino, or gaming business or activities, the applicable gaming board, commission or other Governmental Authority which (a) has, or may at any time after the Closing Date have, jurisdiction over the gaming activities at the Premises or any successor to such authority or (b) is, or may at any time after the Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices (in Nevada, as defined in Nevada Revised Statutes Chapter 463), gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines (in Nevada, as defined in Nevada Revised Statutes Chapter 463), gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems (in Nevada, as defined in Nevada Revised Statutes Chapter 463), electronic betting systems, mobile gaming systems (in Nevada, as defined in the regulations promulgated under Nevada Revised Statutes Chapter 463) and associated equipment (in Nevada, as defined in Nevada Revised Statutes Chapter 463) which are located at the Premises, owned or leased by Tenant and used or useable exclusively in the present or future operation of slot machines and live games at the Premises, together with all improvements and/or additions thereto.

6

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Landlord, Tenant or any of its or their subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Landlord, Tenant or any of its or their subsidiaries conducts any casino or gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, any of the foregoing having jurisdiction over the Premises (or any operations conducted thereat), Landlord or Tenant. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

“Hazardous Substance” and “Hazardous Substances” are defined in Section 18.12.

“HOC” shall mean Harrah’s Operating Company, Inc.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

“Hotel Components” shall mean, collectively, those portions of the Land and Building not devoted to the Casino Components, specifically including those portions of the Land and Building devoted to the operation of a hotel and related facilities, including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of the Premises, and (b) any theaters/performing arts spaces, as represented by the unmarked areas of the floor plans, attached hereto as Exhibit A, but specifically excluding the Casino Components.

“Immaterial Use” is defined in Section 18.1.

“Imposition” and “Impositions” are defined in Section 3.1.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade

7

obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Party” and “Indemnified Parties” are defined in Section 11.3.

“Insurance Premiums” is defined in Section 6.2.

“Intellectual Property” shall mean any or all of the following and all worldwide rights in, arising out of, or associated therewith: (i) trademarks, service marks, certification marks, collective marks, corporate names, domain names, logos, trade dress, and all other indicia of origin or quality, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) published and unpublished works of authorship, whether copyrightable or not (including databases, lists and other compilations of information, computer software, source code, object code, user interface, and user manuals and other training documentation related thereto), and all derivative works, copyrights and applications, registrations, and renewals thereof; (iii) inventions and discoveries, whether patentable or not, and all invention disclosures, patents and applications therefor, including divisionals, continuations, and renewals thereof; and (iv) confidential information, trade secrets, and nonpublic know-how, including business methods and plans, customer and supplier information and lists.

“IP License” shall mean, collectively or individually, as the context shall require, each IP License (Borrower to Manager and Operating Company) (collectively or individually, as the context shall require), and each IP License (IP Licensor to Manager, Operating Company, and Borrower) (collectively or individually, as the context shall require).

“IP License (Borrower to Manager and Operating Company)” shall mean, collectively or individually, as the context shall require, those certain agreements dated as of the date hereof by and between Landlord, Manager, and Tenant, pursuant to which each Landlord licenses certain Intellectual Property to Manager and Tenant, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP License (IP Licensor to Manager, Operating Company, and Borrower)” shall mean, collectively or individually, as the context shall require, those certain agreements by and between IP Licensor, Manager, Borrower and Tenant, as amended on the date hereof, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP Licensor” shall mean Harrah’s License Company, LLC, a Nevada limited liability company.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors and assigns.

“Land” means those certain plots, parcels and pieces of real property described on Schedule A hereto.

8

“Landlord” is defined in the introductory paragraph to this Lease.

“Lease” is defined in the introductory paragraph hereof.

“Lease Year” is defined in Section 2.1(b).

“Leased Personal Property” means all of the food service preparation and distribution equipment, housekeeping equipment, maintenance equipment, activities equipment, computer equipment and systems, signs, telephones, telecommunications and other building systems and other equipment and personal property owned by Landlord that is necessary to physically equip and maintain, to enable Tenant to operate, the Premises and which is located in the Buildings on the Closing Date, and any and all replacements thereof, whether purchased or placed in the Buildings by Landlord or Tenant.

“Legal Requirements” shall mean, with respect to the Premises, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Premises or any part thereof (including, without limitation, all Environmental Laws and Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant or Landlord, at any time in force affecting the Premises or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Premises or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization.

“Lender” shall mean either any of the holders of the Mortgage Loan and/or the holders of Mezzanine Loans, or collectively, such holders, as the context shall require.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Landlord, Tenant, the Premises, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Loans” means (i) the Mortgage Loan and (ii) the Mezzanine Loan.

“Loan Documents” means (i) the Mortgage Loan Documents and (ii) the Mezzanine Loan Documents.

9

“Management Agreement” means that certain Hotel and Casino Management Agreement, dated as of the date hereof and effective as of the Effective Time (as defined therein), by and between [MANAGER], a [            ] limited liability company, as manager, Tenant and Landlord.

“Management Fees” means, as applicable, (i) the fees and expenses payable to Manager by Tenant pursuant to Article III of the Management Agreement and any other fees and expenses required to be paid pursuant to the Management Agreement, collectively, (ii) the fees and expenses payable to an Alternate Manager by Tenant pursuant to an Alternate Management Agreement or (iii) prior to the effectiveness of the Management Agreement or any Alternate Management Agreement, as applicable, the amount that would be payable under either the Management Agreement or Alternate Management Agreement, as applicable, had such agreement then been in effect.

“Manager” shall have the meaning set forth in the Management Agreement.

“Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition (financial or otherwise) of (i) Landlord, (ii) Guarantor (as defined in the Mortgage Loan Agreement), (iii) Tenant, (iv) this Lease or (v) the Premises; (b) the ability of Landlord or its affiliates to perform, in all material respects, their respective obligations under each of the Loan Documents to which it is a party; (c) the ability of Tenant to perform, in all material respects, its obligations under this Lease; (d) the enforceability or validity of (i) this Lease or the Other Operating Leases, or (ii) any Loan Document or the perfection or priority of any Lien created under any Loan Document; (e) the value of, or cash flow from, the Premises or the operations thereof; or (f) the material rights, interests and remedies of Mortgagee or holder of a Mezzanine Loan under any of its respective Loan Documents.

“Material Alteration” shall mean any Work with respect to all or a portion of the Premises that (i) when aggregated with all other Alterations at the Premises then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount (as defined in the Mortgage Loan Agreement on the Original Closing Date) for the Premises and the Allocated Loan Amounts under (and as defined in each of) the Mezzanine Loan Agreements on the Original Closing Date for the Premises or (ii) when aggregated with all other Alterations at each of the Premises (as such term is defined in each of the Other Operating Leases), including the Premises, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the outstanding principal amount of the Mortgage Loan and the Mezzanine Loans on the Original Closing Date (and, as used herein, “Threshold Amount” shall mean whichever of said 5% or 10% amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”).

“Mezzanine Loan” means, individually or collectively, as the context requires, (a) each loan made by JPM and certain co-lenders to an owner or an indirect owner of Landlord concurrently with the execution and delivery of the Original Lease and (b) any future loan made by a lender to an owner or indirect owner of Landlord and secured by a Mezzanine Pledge, and

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all renewals, modifications, consolidations, replacements, restatements and extensions of such loan or any such future loan. As of the date hereof, there are nine (9) loans constituting the Mezzanine Loans, and Tenant has been provided with complete sets of copies of each of the Mezzanine Loan Documents. Further, if a Mezzanine Pledge shall be foreclosed on, or the collateral pledged thereunder sold pursuant to the terms contained therein, or an assignment-in-lieu in respect of such collateral be granted, or there shall occur or be granted any other transaction, enforcement action, order or relief as a result of a default or imminent default in respect of a Mezzanine Loan, and thereafter such Mezzanine Loan shall no longer be outstanding, then for all purposes hereof, such Mezzanine Loan shall nevertheless be deemed to continue to be outstanding, and the related Mezzanine Loan Documents in full force and effect, and Landlord (in addition to its rights hereunder as Landlord) shall have the right to enforce all of the provisions hereof referring to or incorporating the terms of such Mezzanine Loan Documents, including those rights granted to the holder of such Mezzanine Loan.

“Mezzanine Loan Documents” means all documents and instruments evidencing or securing the Mezzanine Loan and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

“Mezzanine Pledges” means the pledges and security interests granted to (a) JPM concurrently with the execution and delivery of the Original Lease, which pledge and security interests have immediately heretofore been assigned by JPM to the Lender and immediately thereafter assigned by Lender to Collateral Agent, and (b) any future holder of any pledge or series of pledges as security for any Mezzanine Loan together with all interest thereon and all other amounts payable under the Mezzanine Loan Documents, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

“Monthly Disbursements” is defined in Section 2.4(a).

“Monthly Operating Lease Rent Amount” means one twelfth (1/12) of the Operating Lease Rent due under this Lease for each Lease Year.

“Mortgage” means the mortgage or series of mortgages, or deed of trust or series of deeds of trust, granted by Landlord to or for the benefit of (a) JPM concurrently with the execution and delivery of the Original Lease, which mortgages and deeds of trust have heretofore been assigned by JPM to Lender and immediately thereafter assigned by Lender to Collateral Agent and amended, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof, and (b) any future holder of any mortgage or series of mortgages, or beneficiary of any deed of trust or series of deeds of trust as security for the Mortgage Loan together with all interest thereon and all other amounts payable under the Mortgage Loan Documents, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

“Mortgage Loan” means (a) the loan made by JPM and certain co-lenders to Landlord and certain of its Affiliates concurrently with the execution and delivery of the Original Lease or (b) any future loan made by one or more lenders to Landlord (either alone or together with one or more other Persons) and secured by a Mortgage, and all renewals, modifications, consolidations, replacements, restatements and extensions of such loan or any such future loan,

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provided the terms of such future loan (including any reserve requirements contained therein) are not materially adverse to Tenant as compared to the terms of the loan described in clause (a) above. Further, if a Mortgage shall be foreclosed on, or the Premises sold pursuant to a power of sale contained in a Mortgage, or a deed-in-lieu in respect of the Premises be granted, or there shall occur or be granted any other transaction, enforcement action, order or relief as a result of a default or imminent default in respect of the Mortgage Loan, and thereafter no Mortgage Loan shall be outstanding, then for all purposes hereof, the Mortgage Loan shall nevertheless be deemed to continue to be outstanding, and the Mortgage Loan Documents in full force and effect, and Landlord (in addition to its rights hereunder as Landlord) shall have the right to enforce all of the provisions hereof referring to or incorporating the terms of the Mortgage Loan Documents, including those rights granted to Mortgagee.

“Mortgage Loan Agreement” means the Loan Agreement, dated as of January 28, 2008, between Landlord and certain of its Affiliates, as borrower, and JPM, as lender, as amended and restated as of May 22, 2008 and immediately heretofore assigned by JPM, as lender, to the Lender and thereafter amended and restated pursuant to that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, and as further amended, restated, supplemented or otherwise modified from time to time.

“Mortgage Loan Documents” means all documents and instruments evidencing or securing the Mortgage Loan and all renewals, modifications, consolidations, replacements, restatements and extensions thereof, provided that if at the time in question there shall be no Mortgage Loan Documents (even after application of the terms of the last sentence of the definition of “Mortgage Loan”), then references herein to Mortgage Loan Documents shall instead be deemed to refer to the most senior Mezzanine Loan Documents. Tenant has been provided with a complete set of copies of the Mortgage Loan Documents.

“Mortgagee” means the Lender (as defined in the Mortgage Loan Agreement) or, to the extent as to any act, omission, consent, approval or right which Collateral Agent (as defined in the Mortgage Loan Agreement) is authorized to take, give, withhold or exercise on behalf of the Lender in accordance with any Mortgage Loan Document, Collateral Agent, provided that if at the time in question there shall be no Mortgage Loan (even after application of the terms of the last sentence of the definition of “Mortgage Loan”), then references herein to Mortgagee shall instead be deemed to refer to the Lender (as defined in and under the most senior Mezzanine Loan) or, to the extent as to any act, omission, consent, approval or right which Collateral Agent (as defined in and under the most senior Mezzanine Loan) is authorized to take, give, withhold or exercise on behalf of Lender in accordance with any Mezzanine Loan Document, Collateral Agent.

“Note Sales Agreement” means the Note Sales Agreement, dated as of the date hereof, as amended, restated, replaced, supplemented or otherwise modified from time to time, among Holdings, Tenant, and the other lenders and borrowers party thereto.

“OC Accounts” is defined in Section 2.4(c).

“Off-Shore Accounts” is defined in Section 2.4(a).

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“Officer’s Certificate” shall mean a certificate delivered to Landlord or Mortgagee by Tenant which is signed by an authorized senior officer of the Tenant or the general partner or managing member of Tenant, as applicable.

“Operating Lease Guaranty” shall mean that certain Lease Guaranty Agreement, executed and delivered by Harrah’s Entertainment, Inc. (in such capacity, the “Lease Guarantor”), dated as of the date hereof, guaranteeing the payment and performance by Tenant of its obligations hereunder this Lease, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions thereof.

“Operating Lease Rent” means, collectively, all Base Rent, Supplementary Rent and Other Rent payable hereunder.

“Operating Permit” is defined in Section 20.17.

“Other Operating Leases” shall mean those Operating Leases identified on Schedule B other than this Lease.

“Other Rent” is defined in Section 2.2.

“Permitted Exceptions” means those matters affecting title to the Premises described in Section 1.1; provided that the term “Permitted Exceptions” shall not include any Liens securing any Indebtedness of Landlord other than the Liens securing the Mortgage Loan.

“Permitted Indebtedness” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Premises and the routine administration of Tenant incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Tenant or its Affiliates engaged with respect to the Premises incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Landlord and Lender in form and substance reasonably satisfactory to Landlord and Lender and (d) such other Indebtedness specifically permitted pursuant to this Lease. In no event shall Permitted Indebtedness, together with all “Permitted Indebtedness” of the tenants under the Other Operating Leases, but excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence (both here and in the Other Operating Leases), exceed the maximum permitted amount of “Permitted Indebtedness (Operating Company)” under and as defined in the Mortgage Loan Agreement.

“Person” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority or other entity.

“Personal Property Lease or Financing” is defined in Section 1.3.

“PLGL” means Professional Liability and General Liability.

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“Premises” means the Hotel Components, and the related Fixtures, such FF&E as is owned by Landlord and the Leased Personal Property.

“Projections” means, as to any Person, such Person’s, forecasted consolidated balance sheets, profit and loss statements, cash flow statements, capitalization statements and budgets, all materially consistent with such Person’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Qualified Transferee” has the meaning given such term in the Mortgage Loan Agreement.

“Rating Agencies” shall mean each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency which has been approved by Mortgagee and that rates a securitization of the Mortgage Loan (or any component thereof).

“Remedial Work” is defined in Section 18.8.

“Rents” shall mean, with respect to the Premises, without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant (from Subtenants or any space tenants, licensees or occupants of any portion of the Premises) (or employees or agents of Tenant) from any and all sources arising from or attributable to the Premises, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Tenant (or by others, on behalf of Tenant) or the commercial spaces located in the Buildings or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance, whether paid or accruing before or after the filing by or against Tenant of any petition for relief under the Bankruptcy Code.

“Restoration” is defined in Section 7.1.

“Retainage” is defined in Section 7.2.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) from the operation of the Hotel Components. As more fully provided below, Tenant shall cause all Revenue to be remitted into the Collection Bank Account.

“Securities” shall have the meaning specified in the Mortgage Loan Agreement.

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“Settlement Discussion” is defined in Section 20.12(d).

“Shared Services Agreement” means that certain Second Amended and Restated Shared Services Agreement, dated as of the date hereof, among HOC, Holdings, Landlord and the other parties thereto.

“Sublease” and “Subleases” are defined in Section 9.7.

“Subsidiary” means a Person of which an aggregate of more than fifty percent (50%) or more of the capital stock or other ownership interests thereof is owned of record or beneficially by such other Person, or by one or more Subsidiaries of such other Person, or by such other Person and one or more Subsidiaries of such Person, (a) if the holders of such capital stock or other ownership interests (i) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or other individuals performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency, or (ii) are entitled, as such holders, to vote for the election of a majority of the directors (or individuals performing similar functions) of such Person, whether or not the right so to vote exists by reason of the happening of a contingency, or (b) in the case of capital stock or other ownership interests which are not issued by a corporation, if such ownership interests constitute a majority voting interest.

“Subtenant” and “Subtenants” are defined in Section 9.4.

“Supplementary Rent” is defined in Section 2.2.

“Taking” means a taking or condemnation of the Premises (or any part thereof) or any damage to the Premises (or any part thereof) related to the exercise of the power of eminent domain and including a voluntary conveyance to any agency, authority, public utility, Person, or corporate entity empowered to condemn property in lieu of court proceedings.

“Tenant” is defined in the introductory paragraph to this Lease.

“Term” is defined in Article A, Section 2(a).

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration, except that for purposes of Section 7.2 hereof, Threshold Amount shall be defined solely by reference to clause (i) of such of such definition.

“Transfer” is defined in Section 9.1.

“Transition Period” shall have the meaning set forth in the Management Agreement.

“Transition Services” shall have the meaning set forth in the Management Agreement.

“Work” is defined in Section 5.5.

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“Working Capital Account” is defined in Section 2.4(h).

Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Lease unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Lease shall refer to this Lease as a whole and not to any particular provision of this Lease. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE I

PREMISES AND TERM

Section 1.1 During the Term, Landlord, in consideration of the Operating Lease Rents herein reserved and of the terms, provisions, covenants and agreements on the part of Tenant to be kept, observed and performed, does hereby lease and demise the Premises unto Tenant, and Tenant does hereby hire and take the Premises from Landlord, subject to those matters affecting title to the Premises as of the date hereof which are set forth on Schedule B to a policy or policies of title insurance issued in favor of Landlord or Mortgagee concurrently with the execution and delivery of this Lease, any other matters affecting title to the Premises hereafter created by Tenant and such matters as are created by Landlord and consented to by Tenant (to the extent such consent is required hereunder), and all of the following, in effect as of the Commencement Date or as hereafter in effect: all licenses, zoning laws, ordinances, regulations, building codes and all other Legal Requirements.

Section 1.2 Tenant shall lease the Premises for the Term, unless sooner terminated as hereinafter provided or pursuant to applicable law.

Section 1.3 This Lease and the “Premises” shall include the Leased Personal Property and all of Tenant’s obligations under this Lease with respect to the Premises (including, without limitation, the bond net lease provisions of Section 2.3 below) shall apply with the same force and effect to the Leased Personal Property. Upon any termination of the Lease, Landlord shall be entitled to possession of the Leased Personal Property on the same basis as provided herein with respect to the real property covered by this Lease. In the event that any of the Leased Personal Property is subject to an underlying lease or financing (collectively, “Personal Property Lease or Financing”), Tenant shall be exclusively responsible for payment of all rent, principal and interest and other charges and fees (including, without limitation, any and all penalties) and performance of all obligations and requirements of such Personal Property Lease or Financing. All such Leased Personal Property is provided “AS IS” and Landlord makes no representations, warranties or assurances relating thereto, or as to the completeness, condition, operation or suitability of the Leased Personal Property. Any listing of Leased Personal Property provided by Landlord to Tenant is for the benefit of Landlord only, to identify such property as owned by Landlord and does not constitute a representation or warranty as to existence or completeness of any item of Leased Personal Property. In the event of any deficiency in the Leased Personal Property, or if any Leased Personal Property is missing, or upon the termination

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of any Personal Property Lease or Financing, this Lease shall continue in full force and effect and there shall be no reduction of Operating Lease Rent or other obligations of Tenant hereunder. In the event that any Leased Personal Property requires replacement, maintenance, or upgrading, for any reason whatsoever, Landlord shall have no obligations therefor, Tenant shall be required at its cost to replace the same to the extent such replacement is required under the other provisions hereof (including Section 5.2 hereof) and any replacement shall become Leased Personal Property.

ARTICLE II

BASE RENT; SUPPLEMENTARY RENT; COLLECTION BANK ACCOUNT AND DEPOSITS

Section 2.1 (a) Tenant shall pay to Landlord as Base Rent for the Premises during the Term the amounts stated in Article A, Section 3. Base Rent shall be payable in equal monthly installments in advance on the [            ] Business Day of each and every month during the Term, subject to a seven-day grace period (provided, however, that if the expiration of such grace period is not a Business Day, then such grace period shall expire on the immediately preceding Business Day), without previous demand, notice or presentment therefor and without abatement, offset or deduction of any kind whatsoever, other than as expressly provided for herein. Notwithstanding the foregoing, Tenant paid the partial month’s installment of Base Rent (with respect to the remaining days of the month in which the Commencement Date occurred) upon the Commencement Date of this Lease. If Tenant fails to pay any installment of Base Rent on or before the date when due hereunder, Tenant shall owe Landlord, in addition to the installment of Base Rent, interest on such installment at the Default Rate and, if and to the extent the same is due and payable by Landlord under the Mortgage Loan Documents, a late payment charge. Landlord shall have the right to change the payment date of the monthly installments of Base Rent, provided that in doing so, Landlord shall not increase Tenant’s costs hereunder (other than the direct costs of implementing such change, such as legal fees, which Tenant hereby agrees to pay).

(b) As used herein the term “Lease Year” means a period of twelve (12) calendar months commencing on the Commencement Date and ending on the day immediately preceding the first (1st) anniversary of the Commencement Date (if the Commencement Date occurs on the first (1st) day of a month) or the last day of the month during which the first (1st) anniversary of the Commencement Date occurs (if the Commencement Date occurs on a day other than the first (1st) day of a month), and each successive twelve (12) month period thereafter during the Term until the Expiration Date.

(c) Notwithstanding clauses (a) and (b) above, or anything else in this Lease to the contrary, each payment of Base Rent in any month shall be made by Tenant on a net basis with respect to Management Fees payable in respect of such month, such that the payment of each monthly installment of Base Rent to Landlord shall be reduced by the applicable monthly Management Fee, which Tenant shall pay to Manager in accordance with the terms of the Management Agreement (or to Alternate Manager in accordance with the terms of an Alternate Management Agreement, if applicable) or, (i) prior to the effectiveness of the Management Agreement or Alternate Management Agreement, as applicable and/or (ii) in the circumstances

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described in Section 4.4, as applicable, shall be retained by Tenant. For the avoidance of doubt, Management Fees owing and payable under the Management Agreement are subject to the limitations and conditions set forth in Section 5.1.22(u) of the Mortgage Loan Agreement and to the extent that the payment of Management Fees are so limited (or are not permitted to be paid at all) there will be no reduction of Base Rent for any month in respect of any such Management Fees that are so limited (or are not permitted to be paid) in such month; provided, however, with respect to any Subject Fees (as defined in the Mortgage Loan Agreement) not paid to Manager under the Management Agreement in any month as a result of the limitations in such Section 5.1.22(u) of the Mortgage Loan Agreement, such Subject Fees will be included in the determination of Management Fees as used in the foregoing sentence and will reduce the Base Rent in such month so long as such Subject Fees are deposited by Tenant into the Blocked Account (as defined in the Mortgage Loan Agreement) pursuant to the terms of the Mortgage Loan Agreement (and which shall be applied subject to and in accordance with the terms of the Mortgage Loan Agreement).

Section 2.2 Tenant shall also pay and discharge as supplementary rent (the “Supplementary Rent”) all Impositions, insurance premiums with respect to insurance required pursuant to the terms and conditions of Article VI, FF&E expenditures and all interest and penalties that may accrue thereon in the event of Tenant’s failure to pay such amounts when due, and all damages, costs and expenses which Landlord may incur by reason of any Default of Tenant or failure on Tenant’s part to comply with the terms of this Lease (which shall include damages, costs and expenses incurred under the Loan Documents by Landlord or its affiliates as borrowers thereunder), all of which Tenant hereby agrees to pay within ten (10) days after written demand or as is otherwise provided herein. Landlord shall have the right to require that reserves be established for the foregoing amounts if and when required by any Mortgagee under the Mortgage Loan Documents. Landlord shall provide Tenant with notice of the amounts of each such escrow, reserve and other requirement on the Closing Date and at least fifteen (15) days prior notice of any change in any such amounts together with copies of any relevant notice from the Mortgagee and the relevant Mortgage Loan Documents. Notwithstanding the foregoing, on the Commencement Date, Tenant shall pay an amount (of which Landlord will advise Tenant in advance) with respect to such escrows, reserves and other requirements attributable to the period, if any, beginning on the Commencement Date and ending on the last day of the month during which the Commencement Date occurs. Tenant shall also pay and discharge when due as other rent (the “Other Rent”) all other amounts, liabilities and obligations of whatsoever nature relating to the Premises, other than Base Rent and Supplementary Rent, including, without limitation, those arising under this Lease, or any Legal Requirements, easements, restrictions, or other similar agreements affecting the Premises, charges for electricity, water, gas, steam and other utilities of any kind, repair, service and maintenance or other expenses relating to the use, operation or maintenance of the Premises, property management fees and expenses, if any, as well as all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with the administration of this Lease and the monitoring of Tenant’s performance hereunder, and all interest and penalties that may accrue on any of the foregoing in the event of Tenant’s failure to pay such amounts when due, and all damages, costs and expenses which Landlord may incur by reason of any Default of Tenant or failure on Tenant’s part to comply with the terms of this Lease (which shall include damages, costs and expenses incurred under the Loan Documents by Landlord or its affiliates as borrowers thereunder), all of which Tenant hereby agrees to pay within ten (10) days after written demand

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or as is otherwise provided herein. Upon any failure by Tenant to pay any of the Supplementary Rent or Other Rent, such unpaid Supplementary Rent or Other Rent shall accrue interest at the Default Rate and Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute, at law, in equity or otherwise in the case of nonpayment of the Base Rent. The terms Supplementary Rent and Other Rent shall be deemed rent for all purposes hereunder (other than with respect to Tenant’s internal accounting procedures).

Section 2.3 This Lease shall be deemed and construed to be a bond lease, absolutely net to Landlord, and Tenant shall pay to Landlord, absolutely net throughout the Term, the Operating Lease Rent, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever, other than as expressly provided for herein. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other express or implied obligation or liability hereunder, except as herein otherwise expressly set forth in Section 3.5, and Tenant hereby waives all Legal Requirements to the contrary. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the Premises from and after the Commencement Date, including, without limitation, all taxes (except for any franchise, excise, corporate, estate, inheritance, succession or capital levy tax of Landlord or any income profits or revenue tax upon the income of Landlord), costs of improvements, maintenance, repairs, alterations, additions, replacements, and insurance and other Impositions, except debt service on any Mortgage or any other Indebtedness of Landlord (except to the extent the same is a Personal Property Lease or Financing), which may arise or become due or payable prior to, during or after (but attributable to a period falling prior to or within) the Term. Except upon a termination of this Lease and Tenant’s obligation to pay Operating Lease Rent under and subject to the terms and conditions of Section 8.2 or 12.2 hereof, Tenant’s obligation to pay Operating Lease Rent hereunder shall not terminate prior to the actual date contemplated by Landlord and Tenant and specifically set forth in Article A, Section 2(c) for the expiration of the Term notwithstanding the exercise by Landlord of any or all of its rights under Article XII or otherwise, and the obligations of Tenant hereunder shall not be affected by reason of: any damage to or destruction of the Premises or any part thereof, any Taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, interruption, limitation, restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any reason, any matter affecting title to the Premises, any eviction by paramount title or otherwise, any default by Landlord hereunder, the impossibility, impracticability or illegality of performance by Landlord, Tenant or both, any action of any Governmental Authority, Tenant’s acquisition or ownership of all or part of the Premises (unless this Lease shall be terminated by a writing signed by all Persons, including any Mortgagee, having an interest in the Premises), any breach of warranty or misrepresentation, or any other cause whether similar or dissimilar to the foregoing and whether or not Tenant shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Lease.

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Section 2.4 (a) Tenant acknowledges and agrees that (i) all of the interest of Landlord in and to this Lease has been or will be collaterally assigned to Mortgagee pursuant to the Mortgage and other Mortgage Loan Documents, (ii) under the terms of the Loan Documents including the Collection Account Agreement to which Tenant is a party, Tenant shall cause all Revenues from the Premises (other than (x) amounts theretofore released from a Collection Account in accordance with the provisions of the Mortgage Loan Agreement and Collection Account Agreement and (y) any amounts collected and maintained in off-shore accounts that have been approved by Landlord and Mortgagee (the “Off-Shore Accounts”)) to be wired daily to and deposited in the Collection Accounts established by Tenant, and (iii) if Tenant collects or receives any items of Revenue (excluding any such items of Revenue in Off-Shore Accounts but including any such items of Revenue in Off-Shore Accounts to the extent Tenant is entitled to withdraw the same from such Off-Shore Account), it will deposit all such items of Revenue (net of any amounts theretofore released from a Collection Account) into the Collection Accounts (or any one of them) within three (3) Business Days after receipt as security for its obligations to Landlord hereunder. Tenant understands, acknowledges and agrees that Landlord’s interest in all amounts deposited in the Collection Accounts, including the proceeds thereof, shall be pledged by Landlord to Mortgagee to secure Landlord’s obligations to Mortgagee, provided that except as otherwise provided in the immediately following subparagraphs (b) and (c), all amounts so collected or received in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Tenant for use or distribution by Tenant in its discretion free of any rights or encumbrances of Mortgagee.

(b) Tenant understands, acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Mortgage Loan Documents or any of the Mezzanine Loan Documents, and provided that no Event of Default shall have occurred and be continuing hereunder, (i) it shall (or Landlord shall, or Mortgagee shall should Landlord fail to do so) direct and cause Collection Bank to deposit directly into the Cash Management Account all Operating Lease Rent payable under this Lease for the next thirty (30) days, including the Monthly Tax and Insurance Amount, the Monthly Ground Rent Amount and the Monthly FF&E Reserve Amount (as each such term is defined in the Mortgage Loan Agreement), if any, due for such period (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”) (it being the intent and agreement that the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing thirty (30) day period) and Landlord shall have the right to apply the same to Tenant’s obligations hereunder, and (ii) any amounts not so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Tenant for use or distribution by Tenant in its discretion free of any rights or encumbrances of Mortgagee. (Landlord acknowledges that disbursement of all or a portion of the Monthly Disbursements to the Cash Management Account (which shall include the Monthly Operating Lease Rent Amount) shall to the extent of such disbursement, with respect to the month for which such disbursement is made, satisfy Tenant’s payment obligations with respect to Operating Lease Rent payable to Landlord under this Lease for such month.)

(c) Tenant understands, acknowledges and agrees that if an Event of Default shall have occurred and be continuing hereunder, it shall (or Landlord shall, or Mortgagee shall if Tenant or Landlord shall fail to do so) notify Collection Bank to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire

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transfer all amounts on deposit in each Collection Account up to the aggregate amount owed by Tenant hereunder, including, without limitation, any damages pursuant to Section 12.2(a) hereof, and thereafter (as well as pending the determination of such damages) Tenant shall not receive any such monies except to the extent they exceed the aggregate amount owed by Tenant hereunder (or pending such determination, such aggregate amount estimated by Landlord and Mortgagee), including, without limitation, any damages pursuant to Section 12.2(a) hereof), and Landlord shall have the right to apply the same to Tenant’s obligations hereunder.

(d) Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts. The Collection Accounts shall be assigned the federal tax identification number of Tenant, which is [            ]. Tenant shall provide Landlord and Mortgagee, at any time upon request, with a Form W-8 or W-9 to evidence that Tenant is not subject to any back-up withholding under the Code. All costs and expenses for establishing and maintaining the Collection Accounts shall be at Tenant’s sole cost and expense.

(e) On or before the thirtieth day following the execution and delivery hereof, Tenant shall establish the Collection Accounts and represent and warrant to Landlord that the same, which shall be listed by Tenant, constitutes any and all accounts maintained by, or on behalf of Tenant or any other Person in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Premises or relate to the operation and management of the Premises (other than funds held in Off-Shore Accounts or funds held in accounts (collectively, the “OC Accounts”) that contain exclusively amounts theretofore released from Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement or otherwise containing exclusively amounts not constituting Revenues from the Premises), identifying the bank, account name and account number, together with a chart showing the usual and customary flow of funds with respect to such Collection Accounts in the usual course of business. The accounts so identified shall be the only accounts existing on such date (other than the OC Accounts and the Off-Shore Accounts, if any) maintained by Tenant; and Tenant shall maintain no accounts (other than the OC Accounts and the Off-Shore Accounts, if any) that include funds arising out of, or are otherwise attributable to, the Premises or relate to the operation, management, use or occupancy of the Premises or any portion thereof, or otherwise. Tenant may not, without the prior consent of Landlord and Mortgagee (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into and/or out of such Collection Accounts in any material respect from that listed and described in accordance with the prior provisions of this subsection (e), including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account.

(f) Concurrently with the establishment of the Collection Accounts, and from time to time thereafter as shall be reasonable or necessary to ensure the implementation of the provisions of Section 2.4(e), Tenant shall deliver irrevocable written instructions to (i) each tenant under any Sublease at the Premises, in form and substance reasonably acceptable to Landlord and Mortgagee, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account, and (ii) each of the credit card companies or credit card clearing banks delivering Revenues, in form and substance reasonably acceptable to Landlord and Mortgagee, directing each such credit card company or credit card clearing bank to deliver all Revenues payable with respect to the Premises directly to the Collection Accounts.

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(g) Tenant shall execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect Mortgagee’s security interest in the Collection Accounts.

(h) Simultaneously herewith, Tenant has established a segregated Eligible Account (as defined in the Mortgage Loan Agreement) (the “Working Capital Account”) with Bank of America, N.A. Pursuant to the Working Capital Account Agreement executed simultaneously herewith among Tenant, Landlord, Bank of America, N.A. and Collateral Agent, Tenant has granted to Landlord a first priority security interest in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (and Landlord has granted to Collateral Agent (for the benefit of Mortgagee) a first priority security interest in all right, title and interest of Landlord in and to the Working Capital Account and all deposits at any time contained therein and the proceeds thereof). Tenant agrees that it will take all actions necessary to maintain in favor of Landlord a perfected first priority security interest in the Working Capital Account and the deposits therein and proceeds thereof, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions, and filing UCC 1 Financing Statements and continuations thereof upon Landlord’s, Mortgagee’s, or Collateral Agent’s request therefor. All costs and expenses for establishing and maintaining the Working Capital Account (and any sub account thereof) shall be at the sole cost and expense of Tenant. Tenant understands and agrees that the Working Capital Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through the servicer designated under the Working Capital Account); provided, however, that so long as no Event of Default under the Mortgage Loan Documents or the Mezzanine Loan Documents exists, Tenant may make withdrawals from the Working Capital Account at any time and from time to time to fund ordinary course working capital needs. Tenant may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period (as such term is defined in the Note Sales Agreement) cash to be reserved on account of its anticipated, ordinary course working capital needs (in each case subject to the limitations and restrictions set forth in the Mortgage Loan Agreement (and, upon repayment of the Mortgage Loan in full, subject to the limitations and restrictions set forth in the loan agreement governing the then most senior Mezzanine Loan)).

(i) Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Working Capital Account and any sub-account of the Working Capital Account. The Working Capital Account and any sub-account thereof shall be assigned the federal tax identification numbers of Tenant. Tenant shall provide Mortgagee, at any time upon request of Mortgagee, with a Form W-8 or W-9 to evidence that Tenant is not subject to any back-up withholding under the Code.

(j) Landlord and Tenant acknowledge and agree that the foregoing provisions of this Section 2.4 shall be subject to the terms of the Loan Documents and that in the event of any conflict between the terms hereof and Section 2.6 of the Mortgage Loan Agreement that the Mortgage Loan Agreement shall govern.

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Section 2.5 Federal Income Tax Allocation of Base Rent. Tenant and Landlord agree and acknowledge that (a) the parties intend this Lease to be classified as a “true lease” for Federal income tax purposes (as well as for all other purposes), and (b) Base Rent for the Term is hereby specifically allocated for Federal income tax purposes as “fixed rent” within the meaning of Treasury Regulation Section 1.467-1(h)(3) for each annual period. Each of Tenant and Landlord shall make all Federal income tax filings (and to the extent appropriate, state and local income tax filings) on such basis, and shall diligently defend such positions in the event of challenge by any tax authority. The allocation of such allocated rent set forth in this Section 2.5 is intended to constitute a specific allocation of rent under Treasury Regulation Section 1.467-1(c)(2)(ii)(A)(2).

Section 2.6 Pledge of Collateral.

(a) In order to secure the prompt and complete payment and performance of Tenant’s obligations under this Lease and the payment of the Operating Lease Rent, Tenant does hereby irrevocably grant to Landlord and its successors and assigns a security interest in all of Tenant’s right, title and interest in and to the following property, rights and interests, whether now owned, or hereafter acquired by Tenant, subject to Tenant’s right to use, replace, repair, alter, upgrade, operate or benefit from the following so long as no Event of Default has occurred and is continuing (collectively, the “Collateral”):

(i) Subleases and Rents and Distributions. All Subleases and other agreements affecting the use, enjoyment or occupancy of the Premises heretofore or hereafter entered into, whether before or after the filing by or against Tenant of any petition for relief under the Bankruptcy Code and all right, title and interest of Tenant, its successors and assigns in and to all Rents, including all cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, moneys payable as damages or in lieu of rent or rent equivalents, royalties, income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant or its agents or employees from any and all sources arising from or attributable to the Premises, including, without limitation, all proceeds from the sale or other disposition of the Subleases and the right to receive and apply the Rents to the payment of the Operating Lease Rent;

(ii) Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Premises, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Premises, including any claim in respect thereof;

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(iii) Insurance Proceeds. All proceeds in respect of the Premises under any insurance policies covering the Premises, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Premises;

(iv) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Premises as a result of tax certiorari or any applications or proceedings for reduction;

(v) Rights. The right, in the name and on behalf of Tenant, to appear in and defend any action or proceeding brought with respect to the Premises and to commence any action or proceeding to protect the interest of Landlord in the Premises;

(vi) Agreements; Permits. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications, and other documents (including the Shared Services Agreement pursuant to which HOC is “Service Provider” and, to the extent assignable, Operating Permits), now or hereafter entered into or issued, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Premises and any part thereof and all right, title and interest of Tenant therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Tenant thereunder (it being understood that, without affecting any other rights of Landlord under licensing agreement it may possess, such pledge does not include or relate to any of the foregoing that are used by substantially the entire Harrah’s chain);

(vii) Intellectual Property. All Intellectual Property and general intangibles relating to or used in connection with the operation of the Premises which are now or hereafter owned by or licensed to Tenant, including pursuant to any IP License (provided, for clarity, the foregoing shall not affect or prejudice the terms of, nor change the scope of, nor alter the rights or obligations of any party under, any IP License);

(viii) All Assets. All additional assets owned by Tenant whether currently owned by Tenant or hereafter acquired;

(ix) Collection Accounts. The Collection Accounts and all amounts from time to time contained therein (unless and until released therefrom in accordance herewith); and

(x) Proceeds. All proceeds of any of the foregoing, including, without limitation, proceeds of insurance and condemnation awards, whether cash, liquidation or other claims or otherwise.

(b) This Lease is a security agreement with respect to the Collateral (including a “security agreement” within the meaning of the Uniform Commercial Code to the full extent that the foregoing may be subject to the Uniform Commercial Code). If an Event of Default shall occur and be continuing, Landlord, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code,

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including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Landlord may deem necessary for the care, protection and preservation of the Collateral. Any notice of sale, disposition or other intended action by Landlord (or Mortgagee on behalf of Landlord) with respect to the Collateral sent to Tenant in accordance with the provisions hereof at least ten (10) business days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Tenant. The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Landlord (or Mortgagee on behalf of Landlord) to the payment of the Operating Lease Rent in such priority and proportions as Landlord (or Mortgagee on behalf of Landlord) in its discretion shall deem proper.

(c) Tenant shall (i) at Tenant’s expense, from time to time, (x) cause instruments creating a security interest in the Collateral and of further assurance to be filed, registered or recorded in such manner and in such place as may be required for purposes of the creation, validity, enforceability or perfection of any security interest hereof upon, and the interest of Landlord in the Collateral, (y) do, execute, acknowledge and deliver all further acts, conveyances, assignments, notices of assignments, transfers and assurances as Landlord or Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto Landlord the Collateral, (z) on demand, deliver (and in the event it shall fail to so deliver, hereby authorizes Landlord or Lender to file in the name of Tenant), one or more financing statements to evidence more effectively the security interest of Landlord in the Collateral, (ii) not change Tenant’s name or corporate, partnership or other structure without notifying Landlord of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in Tenant’s structure, without first obtaining the prior written consent of Landlord and Lender; provided, that, Tenant is permitted to make such changes otherwise permitted under Section 10.17 of the Mortgage Loan Agreement, (iii) deliver to Landlord and Lender, prior to or contemporaneously with the effective date of any such change, and hereby authorizes Landlord or Lender to file, any financing statement or financing statement change required by Landlord or Lender to establish or maintain the validity, perfection and priority of the security interest granted herein, (iv) at the request of Landlord, execute a certificate in form satisfactory to Landlord listing the trade names under which Tenant intends to operate the Premises, and representing and warranting that Tenant does business under no other trade name with respect to the Premises.

Section 2.7 Assignment of Operating Lease. Tenant hereby ratifies and confirms the assignment of this Lease by Landlord to Mortgagee pursuant to the Mortgage Loan Documents (including, specifically, the Assignment of Leases and Rents delivered to the Mortgagee) as additional collateral security for the Mortgage Loan.

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ARTICLE III

IMPOSITIONS

Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than ten (10) days before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, charges for public utilities of any kind (together with any interest or penalties imposed upon the late payment thereof), which, pursuant to past, present or future Legal Requirements, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a Lien on the Premises or any part thereof, any Buildings (including the related Fixtures), the FF&E or any personal property (including, without limitation, any Leased Personal Property) in or on the Premises, the Gaming Equipment, the Operating Lease Rents or income payable by Tenant or on account of any use of the Premises or such franchises as may be appurtenant to the use and occupation of the Premises, as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of any of the Premises, the Fixtures, the FF&E and the Leased Personal Property, and the Gaming Equipment, and any interest and penalties assessed in connection therewith as a result of late payment or non-payment of any of the foregoing or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”). Tenant, upon request from Landlord or Mortgagee, shall submit to Landlord or Mortgagee the proper and sufficient receipts or other evidence of payment and discharge of the same. The certificate, advice, or bill of non-payment of any Imposition from the appropriate official designated by Legal Requirement to make or issue the same or to receive payment of any Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, or bill of non-payment. If any Impositions are not paid when due under this Lease, Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Other Rent hereunder. Tenant agrees that to the extent any Imposition, or other operating or capital cost or expense hereunder, shall not be separately assessed against or chargeable to the Premises, but rather is assessed or properly chargeable to all of the Land and/or Improvements of which the Premises are part, or to the Premises (or to a portion thereof) and another portion of the Land and Improvements, then Tenant shall pay its allocable share of such Impositions and/or other capital cost or expense, all as determined by Landlord and Mortgagee, which determination (absent manifest error) shall be binding on Tenant.

Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Gaming License, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense; (ii) nonpayment will not subject the Premises nor any part thereof or interest therein to be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability; (iv) Tenant shall provide such security as may reasonably be required by Landlord or by

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Mortgagee under the terms of any Mortgage or any Mortgage Loan Documents to ensure payment of such contested Impositions, together with all interest and penalties thereon; (v) no Default or Event of Default has occurred and remains uncured; (vi) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (vii) such contest is permitted under the Mortgage or Mortgage Loan Documents in which case Tenant shall contest such Imposition in accordance with the Mortgage or any other Mortgage Loan Documents; (viii) Tenant shall promptly upon receipt of a final, non-appealable determination thereof pay the amount of any such Imposition, together with all costs, interest and penalties which may be payable in connection therewith; and (ix) such proceeding shall suspend the collection of such contested Imposition from the Premises. Landlord agrees to execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest to the extent Tenant had paid in advance the amount in question, Landlord shall remit the same to Tenant. At the request of Landlord, or at Tenant’s own initiative, Tenant may elect to take commercially reasonable steps to file and enforce tax certiorari proceedings to reduce tax affecting the Premises, all at Tenant’s own expense; provided, however, that if Tenant shall decline to take such steps after a request by Landlord, Landlord may take such steps at Landlord’s own expense.

Section 3.3 To the extent permitted by applicable law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments on a straight-line basis (or more accelerated) over a period of years (without significant incremental cost), and upon such conversion Tenant shall pay and discharge said annual installments as they shall become due and payable but in any event before delinquency. Tenant shall pay all such deferred installments, and any additional amounts required in connection therewith, when the same are due and payable, and in any event prior to the expiration or sooner termination of the Term, notwithstanding that such installments shall not then be due and payable; provided, however, that any Impositions (excluding any Imposition converted by Tenant so as to be payable in annual installments as aforesaid) relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof.

Section 3.4 Tenant shall not be obligated to pay any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord or any income, profits or revenue tax upon the income of Landlord.

Section 3.5 In the event that Landlord is required pursuant to the terms of any Mortgage or any Mortgage Loan Documents to make monthly or other deposits for Impositions to the Mortgagee, Tenant agrees that, within ten (10) days after the first written demand made by Landlord, it shall: (i) deposit with Landlord or Mortgagee, within ten (10) days after the first demand therefor and thereafter, on the first day of each month, during the Term, an amount each

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month estimated by Landlord or Mortgagee to be adequate to create a fund which, as each succeeding installment of Impositions becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such installment in full. Landlord or Mortgagee shall use reasonable efforts to cause the monthly deposits to be equal in amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Imposition is increased or Landlord or Mortgagee believes that it will be, said monthly deposits shall be increased within fifteen (15) Business Days after written demand by Landlord or Mortgagee so that, thirty (30) days prior to the due date for each installment of Impositions, there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in full. Landlord shall be required to deposit or cause to be deposited any such amounts in an interest bearing account or an account in which such amounts are invested in “Permitted Investments”, as defined in the Mortgage Loan Documents, and any interest or earnings thereon shall be for the benefit of Tenant. For the purpose of determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any particular Imposition at least thirty (30) days prior to the due date therefor, deposits for each category of Imposition shall be treated separately, it being the intention that Landlord shall not be obligated to use moneys deposited for the payment of an item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that Landlord or Mortgagee, may, if an Event of Default hereunder or under the Mortgage or any other Mortgage Loan Documents shall have occurred and be continuing, use deposits made for any one item for the payment of the same or any other item of Operating Lease Rent. If this Lease shall be terminated by reason of any Event of Default, all deposits then held by Landlord shall be applied by Landlord on account of any and all sums due under this Lease; if there is a resulting deficiency, Tenant shall pay the same, and if there is a surplus, Tenant shall be entitled to a refund of the surplus. Notwithstanding the foregoing provisions of this Section 3.5, all provisions contained in the Mortgage or the other Mortgage Loan Documents with regard to tax escrows and reserves shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provision in this Section 3.5.

Section 3.6 If Landlord ceases to have any interest in the Premises, Landlord shall transfer to the Person who owns or acquires such interest in the Premises from Landlord and is the transferee of this Lease, the deposits made pursuant to Section 3.5 hereof relating to the Premises covered by this Lease, subject, however, to the provisions thereof. Upon such transfer of the Premises and the deposits, the transferor shall be deemed to be released from all liability with respect thereto and Tenant agrees to look to the transferee solely with respect thereto, and the provisions hereof shall apply to each successive transfer of the said deposits.

Section 3.7 The provisions of this Article III shall survive the expiration or earlier termination of this Lease.

ARTICLE IV

USE AND OPERATION OF PREMISES; DELEGATION TO MANAGER;

MANAGEMENT AGREEMENT; TRANSITION SERVICES; MANAGEMENT

Section 4.1 The Premises may be used and occupied only for the purposes set forth in Article A, Section 4. Tenant shall not create or suffer to exist any material public or private nuisance, hazardous or illegal condition or waste on or with respect to the Premises. This Article IV shall survive the expiration or earlier termination of this Lease.

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Section 4.2 Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to, and may at its election, delegate some or all of its rights in connection with the management and operation of the Premises under this Lease to Manager or an Alternate Manager; provided, that (i) no such delegation shall relieve Tenant of any responsibility or obligation to Landlord hereunder and (ii) Tenant shall cause Manager or any Alternate Manager to operate and maintain the Premises in accordance with the requirements and restrictions to which Tenant is subject hereunder (including Sections 20.1 and 20.10) and at the standards and otherwise in the manner set forth in the Management Agreement.

Section 4.3 In no event shall Landlord or Tenant amend, modify, supplement or waive (or consent to, acquiesce in or permit any such amendment, modification, supplement or waiver of) any right under or other provision of the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender. In no event shall Landlord or Tenant consent to or acquiesce in an assignment by Manager of its rights, obligations or duties under the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender (unless such assignment by Manager is permitted in the Management Agreement without the prior written approval of Mortgagee or the Mezzanine Lenders). Neither Landlord nor Tenant shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender.

Section 4.4 Notwithstanding anything in this Lease to the contrary, if Manager shall fail to perform its obligations under the Management Agreement (or if the Management Agreement is terminated for any reason prior to the termination of this Lease), Tenant agrees that it shall perform all of the duties and obligations of Manager under and pursuant to the terms of the Management Agreement (including performing Diligence Activities and providing Transition Services) as though the Management Agreement were still in effect, provided, however, that, in such case, Tenant (rather than Manager) shall be entitled to the payment (whether by Landlord (or its successors and assigns) or from monies in the Collection Account) of the fees and expenses that would have been paid to Manager in the amounts and in accordance with the terms of the Management Agreement. For the avoidance of doubt, Tenant hereby confirms that (i) if Manager shall fail for any reason to perform the Diligence Activities, following the occurrence of any Mortgage Loan Default (as defined in the Management Agreement), Tenant will undertake to perform (and thereafter perform) the Diligence Activities and (ii) if Manager shall fail for any reason to provide the Transition Services, following the Transition Period Commencement Date (as such term is defined in the Management Agreement), then Tenant shall provide such services for the Transition Period. For the avoidance of doubt, during the pendency of the Transition Period and/or during any period in which this Lease is in effect but the Management Agreement is terminated for any reason, (i) the Operating Fees, Reimbursable Expenses and other amounts payable to Manager under the Management Agreement (provided that during the Transition Period the duties and obligations of Manager, including the Transition Services, are being performed by Tenant, rather than Manager, hereunder) shall continue to be paid (as though the Management Agreement were still in effect) but to Tenant, rather than Manager, (ii) the charges for shared services payable to HOC shall continue to be paid pursuant to the Shared Services Agreement, and (iii) this Lease shall not terminate during the Transition Period.

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Section 4.5 Tenant confirms and agrees that, notwithstanding its entering into the Management Agreement, it will continue to own and/or lease all Gaming Equipment and other assets required to operate the Premises (and will not transfer or assign any Gaming Equipment or such other assets to Manager).

ARTICLE V

CONDITION OF PREMISES, ALTERATIONS AND REPAIRS

Section 5.1 The parties acknowledge that Tenant has examined the Premises, is familiar with the physical condition, expenses, operation and maintenance, zoning, Legal Requirements, status of title and use that may be made of the Premises and every other matter or thing affecting or related to the Premises, and is leasing the same in its “As Is” condition. Landlord has not made and does not make any representations or warranties whatsoever with respect to the Premises or otherwise with respect to this Lease, express or implied, including any warranty regarding the suitability of the Premises for their intended commercial purposes or that the same is in compliance, as of the date hereof or at any subsequent time, with Legal Requirements. Tenant assumes all risks resulting from any defects (patent or latent) in the Premises or from any failure of the same to comply with any Legal Requirement or the uses or purposes for which the same may be occupied.

Section 5.2 At Tenant’s sole cost and expense, whether or not Tenant is in occupancy of all of the Buildings, Tenant shall maintain and keep all of the Buildings on the Premises (including, without limitation, the FF&E and Equipment), and the adjoining sidewalks, curbs and common areas, if any, clean and in substantially the same level of condition and repair as on the Closing Date in all material respects, except for ordinary wear and tear. Tenant shall, at its sole cost and expense, maintain, repair and replace all of the FF&E, necessary or appropriate for the use, operation, maintenance and repair of the Premises in the manner required hereunder. Tenant shall cause any replacements of, and additions or improvements to, FF&E immediately to be acquired in the name, and as the property, of Landlord (as owner and not as a secured party), subject only to Tenant’s rights hereunder as lessee thereof. All repairs made by Tenant shall be made in compliance with all Legal Requirements. Landlord shall not be required to furnish any services or facilities or to maintain or make any repairs or alterations to the Premises, and Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises and all costs and expenses incidental thereto, including adequate security for each of the Buildings, whether or not Tenant is then occupying each of the Buildings. Tenant shall, at its sole cost and expense, repair, replace and maintain the roof in good condition. Notwithstanding the foregoing standards of maintaining the Premises, if any Legal Requirement or the Mortgage Loan Agreement mandates a higher standard, then Tenant shall be obligated to cause the Premises to comply with such higher standard.

Section 5.3 Landlord shall not be responsible for the cost of any alterations or replacements of or maintenance or repairs to the Premises of any nature whatsoever, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, whether or not now in the

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contemplation of the parties. To the extent not prohibited by applicable law, Tenant hereby waives and releases all rights now or hereafter conferred by any Legal Requirements or otherwise which would have the effect of limiting or modifying any of the provisions of this Article V.

Section 5.4 Tenant shall have the right at any time and from time to time during the Term to make, at its sole cost and expense, changes, alterations, additions or improvements (collectively, “Alterations”) in or to the Premises, subject, however, in the case of any Material Alteration, to the prior written consent of Landlord and such oversight and insurance requirements as Landlord shall reasonably require. In addition, Tenant shall comply with any requirements specified in the Mortgage Loan Documents for the performance of Alterations and Work (including provision of a completion guaranty or other collateral to the extent required thereunder and the submission of plans to Mortgagee to the extent required thereunder). Notwithstanding any provision hereof to the contrary, without Landlord’s and Mortgagee’s consent, not to be unreasonably withheld or delayed, in no event shall Tenant close or shutter, or undertake or permit any Tenant or other Person to undertake an Alteration or any Work, that alone or together with other Alterations or Work then being undertaken, that closes or shutters, at any one time, more than ten percent (10%) of the income-generating space of the Premises.

Section 5.5 Tenant agrees that all Alterations, repairs, Restoration and other work which Tenant shall be required or permitted to do under the provisions of this Lease (each hereinafter called the “Work”) shall be at Tenant’s sole cost and expense and (i) performed in a good, workmanlike manner, and in accordance with all Legal Requirements, as well as any plans and specifications therefor which shall have been approved by Landlord (if such approval is required hereunder), and (ii) commenced and completed reasonably promptly.

Section 5.6 Following the delivery of prior reasonable notice, any material Work shall be subject to inspection at reasonable times during normal business hours and without disruption to the business of Tenant, by Landlord, its architect and Mortgagee (to the extent Mortgagee has such right under the Mortgage Loan Documents), or their duly authorized representatives, and if Landlord’s architect or Mortgagee upon any such inspection shall be of the reasonable opinion that the Work is not being performed substantially in accordance with the provisions of this Article V or the plans and specifications, or that any of the materials or workmanship are not of good quality or are unsound or improper, Tenant shall, upon notice of same from Landlord, correct any such failure and shall immediately replace any unsound or improper materials or workmanship.

Section 5.7 All Fixtures, structures and other improvements and all FF&E shall immediately upon their installation or placement on or within the Premises, become the property of Landlord, without the need for any further instrument (but at Landlord’s or Mortgagee’s request, Tenant shall confirm the same from time to time in a writing reasonably satisfactory to the requesting party), and shall remain upon and be surrendered with the Premises. All other property permitted or required to be removed by Tenant at the end of the Term remaining in the Premises after Tenant’s removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Premises by Landlord at Tenant’s expense. Tenant shall be responsible for, and shall reimburse Landlord

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within ten (10) days after written demand therefor, any damage to the Premises caused in whole or in part by the removal or demolition of any property which Tenant is required to remove pursuant to this Section 5.7 or which Tenant elects under the provisions of this Lease to remove. The provisions of this Section 5.7 shall survive the expiration or earlier termination of the Term.

Section 5.8 Notwithstanding any other provision of this Lease, Tenant shall be exclusively responsible at its own expense for determination and assurance that the condition of the Premises and all repairs, Alterations and Work are in compliance with all Legal Requirements or have been waived by the appropriate Governmental Authorities and for obtaining any approvals or consents of Governmental Authorities required in connection with any Alterations or Work.

Section 5.9 Notwithstanding the foregoing provisions of Sections 5.4, 5.5 and 5.6, all provisions contained in the Mortgage or any other Mortgage Loan Document relating to the obligations of Landlord with regard to Alterations, Work, the Threshold Amount shall be deemed to be obligations of Tenant hereunder and shall take precedence over and be in lieu of any inconsistent provisions in Sections 5.4, 5.5 and 5.6.

ARTICLE VI

INSURANCE

Section 6.1 Throughout the Term, Tenant shall, at its own cost and expense, provide and keep in force for the benefit of Landlord, Tenant and any Mortgagee, such insurance as shall be reasonably acceptable to Landlord, it being agreed that such insurance shall in any event comply with the requirements specified in the Mortgage Loan Documents and that all provisions contained in the Mortgage Loan Documents relating to the obligations of Landlord with regard to insurance shall be deemed to be obligations of Tenant hereunder, including with respect to the provision of insurance certificates evidencing any or all of the required insurance coverage.

Section 6.2 If at any time Mortgagee is not in receipt of written evidence that all insurance policies required under the Mortgage Loan Documents are in full force and effect, Landlord and Mortgagee shall have the right, without notice to Tenant, to take such action as Landlord and Mortgagee deems necessary to protect its interest in the Premises, including, without limitation, the obtaining of insurance coverage consistent with the coverage required hereunder. All premiums incurred by Landlord and/or Mortgagee in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Tenant to Landlord and/or Mortgagee (as applicable) upon demand and, until paid, shall bear interest at the Default Rate.

ARTICLE VII

DAMAGE OR DESTRUCTION

Section 7.1 If the Premises or any Building or any part thereof shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extra-ordinary, foreseen or

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unforeseen, so long as no Event of Default has occurred and is continuing (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, utilizing such insurance proceeds and such additional funds as may be required, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and configuration immediately prior to such damage or destruction. All Restoration work shall be performed in accordance with the provisions of this Lease, including, without limitation, the provisions of Section 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any Legal Requirement to the contrary and agrees that the provisions of this Article VII shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Other Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for administering the Restoration.

Section 7.2 Subject to the provisions of this Article VII, unless Landlord, the insurance carrier, or any Mortgagee elects in their discretion to perform the Restoration (being under no obligation to do so) and so long as no Event of Default has occurred and is continuing, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord pursuant to the Mortgage Loan Documents from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself or Mortgagee therefrom to the extent, if any, of (a) the expenses paid or incurred by Landlord or Mortgagee in the collection of such moneys, and (b) any other amounts then outstanding and owing to Landlord under this Lease. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds which may be received by Landlord for the purpose of Restoration to be used by Tenant to restore the Premises to a value which shall be not less than a value substantially similar to the value of the Premises prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed third party architect or contractor selected by Tenant and reasonably approved by Landlord. Such insurance moneys shall be paid (i) to Tenant in a lump sum if the cost of such Restoration is less than the Threshold Amount and (ii) if the cost of such Restoration is equal to or greater than the Threshold Amount, in accordance with Section 7.2 and 7.3 to Tenant (or, at Landlord’s option, directly to the party to whom such payment is due) from time to time thereafter in installments as the Restoration progresses, within five (5) Business Days after submission by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous submission (assuming such proceeds are available from the insurer). If any vendor’s, mechanic’s, laborer’s, or materialman’s Lien is filed against the Premises or any part thereof, or if any public improvement Lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds

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appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such Lien is satisfied or otherwise discharged, unless such Lien is contested by Tenant in good faith and, if required by applicable law, Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its reasonable discretion. The amount of any installment to be paid to Tenant shall be such proportion of the total insurance moneys received by Landlord pursuant to the Mortgage Loan Documents as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (1) all payments theretofore made to Tenant out of said insurance proceeds, and (2) ten percent (10%) of the amount so determined, until fifty percent (50%) of the Restoration has been completed (and five percent (5%) thereafter) (the “Retainage”). Notwithstanding the foregoing, Landlord shall not withhold the Retainage from any installment provided (I) such installment constitutes the final payment due a contractor or materialman, or (II) the contractor is bonded and Tenant furnishes to Landlord payment and performance bonds and labor and material bonds of Tenant’s contractor complying with the Legal Requirements and otherwise satisfactory to Landlord in its reasonable discretion, naming Landlord as co-obligee, in which event Landlord shall withhold from such installment the same percentage withheld by Tenant pursuant to the construction contract. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of the Retainage or other amount, as applicable, the balance of any and all insurance proceeds held by Landlord shall be paid to Tenant. In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant’s expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration.

Section 7.3 The following shall be conditions precedent to each payment made to Tenant (or to any other party) as provided in Section 7.2 above:

(a) there shall be submitted to Landlord the certificate of the aforesaid architect or contractor stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such Persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed the value of the services and materials described in the certificate, and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant’s intention and ability shall be to Landlord’s satisfaction in its sole and absolute discretion) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord’s satisfaction (in its sole and absolute discretion) will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion;

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(b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord in its sole and absolute discretion, or other evidence satisfactory to Landlord in its sole and absolute discretion, showing that there has not been filed any vendor’s, mechanic’s, laborer’s or materialman’s statutory or other similar Lien affecting the Premises or any part thereof, or any public improvement Lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such Lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its sole and absolute discretion; and

(c) at the time of making such payment, no Default shall have occurred and be continuing.

Section 7.4 If the estimated cost of any Restoration determined as provided in Section 7.2 hereof exceeds the net insurance proceeds, then, prior to the commencement of any Restoration, Tenant hereby covenants to deposit with Landlord, a bond, cash, completion guaranty or other security satisfactory to Landlord (in its sole and absolute discretion) in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of Section 7.2 hereof, as security for the completion of the work, free of public improvement, vendors’, mechanics’, laborers’ or materialmen’s statutory or other similar Liens.

Section 7.5 As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Operating Lease Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Premises or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction of the Premises from any cause whatsoever, and, notwithstanding any Legal Requirements, present or future, Tenant waives any and all rights to quit or surrender the Premises or any part thereof on account of any damage or destruction of the Premises. Tenant expressly agrees that its obligations hereunder, including the payment of Operating Lease Rent payable by Tenant hereunder, shall continue as though the Premises had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind.

Section 7.6 Notwithstanding the foregoing provisions of this Article VII, all provisions contained in the Mortgage or any other Mortgage Loan Document with regard to Restoration of the Premises or the related obligations of Landlord shall take precedence over and be in lieu of any inconsistent provisions in this Article VII and, with respect to such obligations, shall be deemed to be obligations of Tenant hereunder.

ARTICLE VIII

CONDEMNATION

Section 8.1 Tenant, immediately upon obtaining knowledge of the institution of any proceeding for a Taking, shall notify Landlord and Mortgagee thereof and Landlord and Mortgagee shall be entitled to participate in any Taking proceeding. Subject to the provisions of

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this Article VIII, Tenant hereby irrevocably assigns to Mortgagee or to Landlord, in that order, any award or payment to which Tenant is or may be entitled by reason of any Taking, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise.

Section 8.2 If the whole of the Premises shall be permanently subject to a Taking, then on the earlier of the date of the vesting of title to the Premises or the date of taking of possession of the Premises (the “Ending Date”), this Lease shall terminate, all Operating Lease Rent required to be paid by Tenant under this Lease shall be pro-rated up to such date, and any and all awards in connection with such condemnation shall be applied (i) first to pay the outstanding amount owed to Mortgagee under the Mortgage Loan Documents and the holder of the Mezzanine Loan under the Mezzanine Loan Documents, (i) second, to Tenant, up to the amount of any and all awards on account of moving expenses and any award or payment on account of the Lease being deemed by the applicable condemning authority to be a below market lease to the economic benefit of Tenant, and (iii) third, any remaining amounts to Landlord. Upon such termination, this Lease shall be of no further force and effect, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to the Ending Date shall survive and any prepayment of Operating Lease Rent shall be prorated between the parties.

Section 8.3 In the event of a permanent partial Taking of one or more of the Building(s), in which the portion of the Premises taken is such that Tenant may continue to operate at the Premises, this Lease shall be unaffected by such Taking, and Tenant shall, continue to pay the Base Rent, Supplementary Rent and Other Rent pursuant to Article II, and the following shall apply:

(a) Landlord shall be entitled to receive the entire award in any proceeding with respect to such Taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award;

(b) Notwithstanding the foregoing, in the event this Section 8.3 is applicable, Landlord shall pay over to Tenant from time to time any moneys which may be received by Landlord pursuant to the Mortgage Loan Documents on account of the exercise of the power of eminent domain with respect to the Premises, which (x) are necessary for Tenant to repair and restore such Building(s) such that the remaining portion of the Building(s) may continue to be operated and (y) represent an award for moving expenses and interruption of or damage to Tenant’s business; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself therefrom to the extent, if any, of (i) the reasonable expenses paid or incurred by Landlord in the collection of such moneys, and (ii) any other amounts then outstanding and owing to Landlord under this Lease. Such moneys shall be paid over to Tenant on the terms and subject to the conditions set forth in Article VII, as if, for this purpose, such moneys were insurance proceeds resulting from casualty to the Premises. Tenant agrees to undertake such Restoration on such terms and subject to such conditions to the extent of the availability of such proceeds and such additional funds as are necessary to complete the Restoration at Tenant’s own cost and expense.

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Section 8.4 If only unimproved land shall be the subject of a Taking and Sections 8.2 and 8.3 do not apply, this Lease shall be unaffected by such Taking, and Tenant shall continue to pay the Base Rent, Supplementary Rent and Other Rent pursuant to Article II, and Landlord shall be entitled to receive the entire award in any proceeding with respect to such Taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award.

Section 8.5 If the use or occupancy of all or any part of the Premises shall be the subject of a temporary Taking during the Term of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award for such temporary Taking which represents compensation for the use and occupancy of the Premises and, if so awarded for moving expenses, and that portion which represents reimbursement for the cost of Restoration of the Premises. This Lease shall be and remain unaffected by such temporary Taking and Tenant shall be responsible for all obligations hereunder not affected by such temporary Taking and shall continue to pay in full when due the Base Rent, Supplementary Rent and Other Rent pursuant to the provisions of this Lease. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use or occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period to and including the Expiration Date and Landlord shall receive so much as represents the period subsequent to the Expiration Date and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of Restoration of the Premises. All moneys received by Tenant as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the sums to be paid by Tenant hereunder have been paid by Tenant shall be received, held and applied by Tenant as a trust fund for payment of all sums payable by Tenant hereunder.

Section 8.6 Each party agrees to execute and deliver to each other and to applicable Governmental Authorities all documents and instruments that may be required to effectuate the provisions of this Article VIII.

Section 8.7 Notwithstanding the foregoing provisions of this Article VIII, all provisions contained in the Mortgage or any other Mortgage Loan Document with regard to a taking of the Premises or the related obligations of Landlord shall take precedence over and be in lieu of any inconsistent provisions in this Article VIII and, with respect to such obligations, shall be deemed to be obligations of Tenant hereunder.

ARTICLE IX

ASSIGNMENT AND SUBLETTING

Section 9.1 Tenant shall not directly or indirectly (i) sell, assign, mortgage, convey, alienate, sublease or otherwise transfer, directly or indirectly, by operation of law or otherwise, this Lease, all or any portion of Tenant’s estate or interest in this Lease or the Premises, except as permitted in the Mortgage Loan Documents, (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, (iii) grant any Sublease, (iv) permit the use of the Premises or any part thereof by any parties other than Tenant and its guests, (v) mortgage, encumber, pledge, grant a security interest in, collaterally assign or conditionally transfer this Lease or any Leased Personal Property incorporated in or used in connection with the Premises or any part thereof or any Subleases or any of the rents, issues and

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profits from a Sublease operator or any other commercial sublessee or Tenant’s estate or interest in the Premises or (vi) sell, convey or transfer, directly or indirectly, by operation of law or otherwise, any capital stock, membership interests, partnership interests, trust units, or any other direct or indirect equity interest in Tenant, in each case if same would result in Tenant no longer being directly or indirectly at least 50% owned and controlled by Qualified Transferees (each of the foregoing, a “Transfer”), without Landlord’s and Mortgagee’s prior written consent, except to the extent such Transfer is permitted under the Mortgage Loan Documents, which consent may be granted or withheld in Landlord’s and Mortgagee’s sole and absolute discretion. For the avoidance of doubt, the foregoing shall not prohibit or restrict Tenant’s right to delegate some or all of its rights in connection with the management or operation of the Premises pursuant to Section 4.2. Landlord and Tenant agree that any transactions whereby Tenant continues to be at least 50% owned and controlled by Holdings (provided there shall have been no Change in Control in Holdings) and/or other Qualified Transferees shall be permitted, provided that immediately prior to such Transfer, no Event of Default shall have occurred and be continuing and no Event of Default and subsequent to such Transfer, the beneficial ownership of Landlord and Tenant will be substantially identical. For purposes of this Article IX, the terms “control”, “controls” or “controlled by” shall mean possession, direct or indirect, of the power to direct or to cause the direction of, the management and policies of any Person or entity, whether through the ownership of voting securities, or partnership, membership or other equity interests, by contract or otherwise. Any attempted Transfer in violation of the terms and covenants of this Section 9.1 shall be void. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of Section 5.2.10(b) of the Mortgage Loan Agreement shall be satisfied, the same shall be prohibited and an Event of Default hereunder (and for the sake of clarity, nothing contained elsewhere in this Article IX or this Lease shall be deemed to limit or qualify the above terms of this sentence).

If Landlord consents in writing to a Transfer, (1) Tenant shall nevertheless at all times remain fully responsible and liable for payment of the Operating Lease Rent and for compliance with all of Tenant’s other duties, obligations and covenants under this Lease, (2) Tenant shall give prior written notice of such Transfer to Landlord and each Mortgagee, (3) any transferee of Tenant’s interest under this Lease shall be required to execute and deliver an assumption of all obligations of Tenant hereunder that are applicable to such Transfer, pursuant to an instrument satisfactory to Landlord, and (4) any such Transfer shall be conditioned upon obtaining and securing (A) all necessary approvals and consents of Governmental Authorities and (B) if required under the Mortgage Loan Documents, the consent of any Mortgagee, which consent may be withheld in Mortgagee’s sole discretion.

Section 9.2 With respect to any Transfer requiring Landlord’s and any Mortgagee’s consent to a Transfer, Landlord and such Mortgagee shall be given not less than twenty (20) days’ advance written notice of the proposed Transfer, which notice shall be delivered to Landlord and such Mortgagee together with (i) a true and complete copy of the proposed instrument(s) of the Transfer, and (ii) such other information and documents as Landlord or such Mortgagee may request in its respective sole and absolute discretion. Tenant shall pay, on demand, Landlord’s and such Mortgagee’s reasonable costs and expenses in connection with their consideration of whether to grant any such consent to a Transfer (but no fee in excess of $750 shall be charged in connection therewith except as set forth in the Mortgage Loan Agreement). No Transfer may be consummated during the continuance of an Event of Default.

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Section 9.3 Any consent by Landlord and Mortgagee under this Article IX shall apply only to the specific transaction thereby authorized and shall not relieve Tenant from the requirement of obtaining the prior written consent of Landlord and Mortgagee to any further Transfer of this Lease. No Transfer of all or any portion of this Lease shall release or relieve the original named Tenant from any obligations of Tenant hereunder unless otherwise agreed by Landlord and Mortgagee.

Section 9.4 If Landlord consents in writing to a Transfer involving a sublease, license, concession or other right of occupancy of all or any portion of the Premises (a “Sublease”), Tenant shall cause each subtenant, licensee, concessionaire and holder of such right of occupancy (each a “Subtenant” and collectively, the “Subtenants”) to comply with its obligations under its Sublease, and Tenant shall diligently enforce all of its rights thereunder in accordance with the terms of such Sublease and this Lease.

Section 9.5 The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the Subtenants shall not relieve Tenant of Tenant’s obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach.

Section 9.6 If this Lease is assigned, or if the Premises or any part thereof is subleased, licensed or occupied by anybody other than Tenant, Landlord may, after an Event of Default by Tenant, and in addition to any other remedies herein provided or provided by applicable law, collect all rent becoming due to Tenant directly from the Subtenants, and apply the net amount collected to the Operating Lease Rent herein reserved and all other sums due to Landlord by Tenant hereunder, but no such assignment, sublease, license, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the Subtenant as tenant, or a release of Tenant from the further performance by Tenant of the terms, covenants, and conditions on the part of Tenant to be observed or performed hereunder. Tenant hereby authorizes and directs any such Subtenant to make such payments of rent directly to Landlord, or into any collection account and/or cash management system required by any Mortgagee upon receipt of notice from Landlord or the Mortgagee, and each Sublease will contain this provision. No direct collection by Landlord from any such Subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder. After any assignment, subletting, license or occupancy or other Transfer, Tenant’s liability hereunder shall continue; provided that Tenant shall not be responsible for any liability arising as the result of any subsequent modification or amendment of this Lease by Landlord and any assignee of Tenant.

Section 9.7 To secure the prompt and full payment by Tenant of the Operating Lease Rent and the faithful performance by Tenant of all the other terms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord and its successors and assigns, subject to the conditions hereinafter set forth, all of Tenant’s right, title and interest in and to all permitted subleases, assignments, licenses and occupancy agreements (each a “Sublease” and collectively, the “Subleases”) and hereby confers

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upon Landlord and its successors and assigns, and their respective agents and representatives, a right of entry (subject to prior notice) in, and sufficient possession of, the Premises to permit and insure the collection by Landlord of the rentals and other sums payable under the Subleases, and further agrees that the exercise of said right of entry and qualified possession by Landlord shall not constitute an eviction of Tenant from the Premises or any portion thereof and that should said right of entry and possession be denied Landlord, its agent or representative, Landlord, in the exercise of said right, may use all requisite force to gain and enjoy the same without responsibility or liability to Tenant, its servants, employees, guests or invitees, or any Person whomsoever; provided, however, that such assignment shall become operative and effective only if (a) an Event of Default shall occur and be continuing or (b) this Lease and the Term shall be cancelled or terminated pursuant to the terms, covenants and conditions hereof or (c) there occurs repossession under a dispossess warrant or other re-entry or repossession by Landlord under the provisions hereof or (d) a receiver for the Premises is appointed, and then only as to such of the Subleases that Landlord may elect to take over and assume. At any time and from time to time within ten (10) days after Landlord’s written demand, Tenant promptly shall deliver to Landlord a schedule of all Subleases, setting forth the names of all Subtenants, with a photostatic copy of each of the Subleases, certifying that the same constitute all of the Subleases and that the copies are true and complete. Upon reasonable request of Landlord, Tenant shall permit Landlord and its agents and representatives to inspect all Subleases affecting the Premises. Tenant covenants that each Sublease shall provide that the Subtenant thereunder shall be required from time to time, upon request of Landlord or Tenant, to execute, acknowledge and deliver, to and for the benefit of Landlord, an estoppel certificate confirming with respect to such Sublease the information set forth in Section 14.1 hereof.

Section 9.8 Tenant covenants and agrees that all Subleases hereafter entered into affecting the Premises shall provide that (a) they are subject and subordinate to this Lease in all respects (or such Sublease shall be subject and subordinate to this Lease by operation of law), (b) the term thereof shall not end less than one (1) day prior to the Expiration Date hereof, unless Landlord shall consent otherwise, which consent may be withheld in Landlord’s sole and absolute discretion, (c) the Subtenants will not pay rent or other sums under the Subleases with Tenant for more than one (1) month in advance, (d) the Subtenants shall give to Landlord at the address and otherwise in the manner specified in Section 21.8 hereof, a copy of any notice of default by Tenant as the landlord under the Subleases at the same time as, and whenever, any such notice of default shall be given by the Subtenants to Tenant, (e) in the event of the termination or expiration of this Lease prior to the Expiration Date hereof, any such Subtenant, at Landlord’s election, shall be obligated to attorn to and recognize Landlord as the lessor under such Sublease, in which event such Sublease shall continue in full force and effect as a direct lease between Landlord and the Subtenant upon all the terms and conditions of such Sublease, except as hereinafter provided. Any attornment required by Landlord of such Subtenant shall be effective and self-operative as of the date of any such termination or expiration of this Lease without the execution of any further instrument; provided, however, that such Subtenant shall agree, upon the request of Landlord, to execute and deliver any such instruments in recordable form and otherwise in form and substance satisfactory to Landlord in its sole and absolute discretion to evidence such attornment. With respect to any attornment required by Landlord of any Subtenant hereunder, (i) at the option of Landlord, Landlord shall recognize all rights and obligations of Tenant as the lessor under such Sublease and the Subtenant thereunder shall be obligated to Landlord to perform all of the obligations of the Subtenant under such Sublease and

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(ii) Landlord shall have no liability, prior to its becoming lessor under such Sublease, to such Subtenant nor shall the performance by such Subtenant of its obligations under the Sublease, whether prior to or after any such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Tenant in the performance of any obligation to be performed by Tenant as lessor under such Sublease, nor shall Landlord be bound by any prepayment of more than one (1) month’s rent or any security deposit unless such prepayment shall have been expressly approved in writing by Landlord and Mortgagee or such deposit was received by Landlord. Landlord shall not unreasonably refuse a request by Tenant to enter into a subordination, non-disturbance and attornment agreement with any Subtenant. The provisions of this Section 9.8 shall survive the expiration or earlier termination of the Term.

Section 9.9 If Tenant assumes this Lease and proposes to assign the same pursuant to the Bankruptcy Code to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than fifteen (15) days after receipt of such offer by Tenant, but in any event no later than ten (10) days prior to the date that Tenant shall file any application or motion with a court of competent jurisdiction for authority and approval to enter into such assumption and assignment. Such notice shall set forth (a) the name and address of the assignee, (b) all of the terms and conditions of such offer, and (c) the proposal for providing adequate assurance of future performance by such Person under the Lease, including, without limitation, the assurance referred to in Section 365 of the Bankruptcy Code. Any Person to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease from and after the date of such assignment. Any such assignee shall execute and deliver to Landlord upon demand an instrument confirming such assumption.

Section 9.10 The term “adequate assurance of future performance” as used in this Lease shall mean (in addition to the assurances called for in Bankruptcy Code Section 365(1)) that any proposed assignee shall, if determined by the Bankruptcy Court to be appropriate under the circumstances (a) deposit with Landlord on the assumption of this Lease an amount equal to the greater of (i) two (2) times the then monthly Base Rent, Supplementary Rent and Other Rent or (ii) such other amount deemed by the Bankruptcy Court to be reasonably necessary for the adequate protection of Landlord under the circumstances, as security for the faithful performance and observance by such assignee of the terms and obligations of this Lease, (b) furnish Landlord with financial statements of such assignee for the prior three (3) fiscal years, as finally determined after an audit and certified as correct by a certified public accountant, which financial statements shall show a net worth at least equal to the amount of the deposit referenced in (a) above, (c) grant to Landlord a security interest in such property of the proposed assignee as Landlord shall deem necessary to secure such assignee’s future performance under this Lease, and (d) provide such other information or take such action as Landlord, in its reasonable judgment, shall determine is necessary to provide adequate assurance of the performance by such assignee of its obligations under the Lease.

Section 9.11 If, at any time after Tenant may have assigned Tenant’s interest in this Lease in a proceeding of the type described in Section 12.1(i) or (j), this Lease shall be disaffirmed or rejected in any proceeding of the type described in Section 12.1(i) or (j) hereof, or in any similar proceeding, or in the event of termination of this Lease by reason of any such

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proceeding or by reason of lapse of time following notice of termination given pursuant to Article XII based upon any of the events of default set forth in said Section 12.1(i) or (j), Tenant, upon request of Landlord given within thirty (30) days next following any such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (a) pay to Landlord all Base Rent, Supplementary Rent and Other Rent due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant”, enter into a new lease with Landlord for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the expiration date of the Term, unless sooner terminated as in such lease provided, at the same Base Rent, Supplementary Rent and Other Rent upon the then executory terms, covenants and conditions as are contained in this Lease, except that (i) Tenant’s rights under the new lease shall be subject to the possessory rights, if any, of the assignee under this Lease and the possessory rights of any Person claiming through or under such assignee or by virtue of any applicable law, (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant with due diligence, and (iii) such new lease shall require Tenant to pay all Base Rent, Supplementary Rent and Other Rent reserved in this Lease which, had this Lease not been so disaffirmed, rejected or terminated, would have accrued under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto. If Tenant shall default in its obligation to enter into said new lease for a period of ten (10) days next following Landlord’s request therefor, then in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against Tenant as if Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of Tenant’s default thereunder.

Section 9.12 (a) Licenses, certificates or permits held in the name of Tenant or an agent or representative of Tenant, which relate to the operation of the Premises, or the name of the Premises or the operations at the Premises, as then known to the general public (but excluding the items excluded in clauses (vii) and (viii) of Section 2.6(a)) shall upon Landlord’s written request upon an Event of Default, be assigned by Tenant to a replacement licensed operator of the Premises and/or a subsequent lessee identified by Landlord, except to the extent prohibited by applicable law or by the terms of such licenses, certificates or permits. If Tenant fails to make or refuses to recognize the assignment of any such licenses, permits or certificates, this provision of this Lease shall constitute an act of assignment to the replacement licensed operator and/or lessee identified by Landlord except to the extent such assignment is prohibited by Legal Requirement or the terms of such licenses, certificates or permits.

(b) Tenant shall not and shall not allow any Person to act or fail to act in any manner which will cause any material licenses, permits or certificates relating to the Premises, or the operation, use or maintenance thereof, to be revoked or not renewed by any Governmental Authority having jurisdiction thereof.

(c) Tenant shall not file bankruptcy, become insolvent, permit itself to become subject to any action seeking the appointment of a trustee, receiver, liquidator, custodian or similar official of Tenant or a substantial part of its assets, permit itself to become subject to any action of involuntary receivership, fail to pay its debts as they become due, or take any corporate action to authorize any of the foregoing without the prior written consent of Landlord.

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Section 9.13 The provisions of Sections 9.7, 9.8, 9.9, 9.10, 9.11 and 9.12 hereof shall survive the expiration or earlier termination of this Lease.

Section 9.14 Notwithstanding the foregoing provisions of this Article IX, all provisions contained in the Mortgage or any other Mortgage Loan Document in respect of assignments, Subleases and transfers of this Lease or the interest in Tenant shall take precedence over and be in lieu of any inconsistent provision provided for in this Article IX.

ARTICLE X

SUBORDINATION

Section 10.1 This Lease shall be subject and subordinate in all respects to all Mortgages now or hereafter in effect. At any Mortgagee’s direction, Tenant shall attorn to the Mortgagee, or any successor-in-interest to Landlord or the Mortgagee, including without limitation, any such party which takes title by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or alternative procedure, or any right or remedy at law or in equity. The transfer of the title to the Premises, any part thereof or any underlying lease to any Mortgagee, or any successor in interest to Landlord or Mortgagee by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or any alternative procedure, or any right or remedy at law or in equity shall not be considered a default or breach by Landlord of this Lease, which shall survive and remain in full force and effect. This Section 10.1 shall be self-operative and no further instrument of subordination shall be required to make the interest of any Mortgagee superior to the interest of Tenant hereunder. Notwithstanding the previous sentence, however, Tenant shall, together with the Mortgagee, execute and deliver promptly any certificate or agreement that Landlord and any Mortgagee may reasonably request in confirmation of such subordination, and Tenant grants to Landlord an irrevocable power of attorney coupled with an interest for the purpose of executing and delivering any such certificate or agreement for or on behalf of Tenant. In addition, Tenant agrees to provide all surveys, certifications, documents, agreements, instruments, reports and other assurances as Mortgagee may reasonably require Landlord to cause Tenant to deliver pursuant to the Mortgage Loan Documents. Upon any foreclosure of a Mortgage, the grant of any deed-in-lieu of foreclosure or any transfer pursuant to a proceeding in bankruptcy or otherwise, neither the Mortgagee nor anyone claiming by, through or under such Mortgagee shall be:

(a) liable for any act or omission of any prior Landlord (including, without limitation, the then defaulting Landlord);

(b) subject to any defense or offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord) which arise prior to the date such Mortgagee (or someone acquiring at a foreclosure sale related to the Mortgagee’s Mortgage) acquires title to the Premises or any part thereof or interest therein;

(c) bound by any payment of Operating Lease Rent which Tenant might have paid for more than the current month to any prior Landlord (including, without limitation, the then defaulting Landlord);

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(d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Mortgagee or Landlord succeeded to any prior Landlord’s interest other than deposits and reserves received by such Mortgagee;

(e) bound by any obligation to perform any work or to make improvements to the Premises;

(f) bound by any modification, amendment or supplement to this Lease made without the prior written consent of the Mortgagee; or

(g) bound by any security deposit for Tenant’s obligations under this Lease unless such deposit is actually received by Mortgagee.

If required by any Mortgagee, Tenant promptly shall join in any subordination and attornment agreement to indicate its concurrence with the provisions thereof and its agreement, in the event of a foreclosure of any Mortgage. Tenant shall promptly so accept, execute and deliver any subordination and attornment agreement proposed by any Mortgagee which conforms with the provisions of this Section 10.1. Any subordination and attornment agreement may also contain other terms and conditions as may otherwise be required by any Mortgagee or Landlord which do not increase Tenant’s monetary obligations or materially and adversely affect the rights or obligations of Tenant under this Lease.

Section 10.2 (a) Tenant hereby agrees to give to any Mortgagee copies of all notices given by Tenant of default by Landlord under this Lease at the same time and in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and the same shall not be effective as against Landlord until so given to Mortgagee. Such Mortgagee shall have the right to remedy any default by Landlord under this Lease, or to cause any default of Landlord under this Lease to be remedied, and for such purpose Tenant hereby grants such Mortgagee such period of time as may be reasonable to enable such Mortgagee to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by such Mortgagee of any term, covenant, condition or agreement to be performed by Landlord under this Lease with the same force and effect as though performed by Landlord. No default by Landlord under this Lease shall exist or shall be deemed to exist (i) as long as such Mortgagee, in good faith, shall have commenced to cure such default and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Premises or control of Landlord is required in order to cure such default, or if such default is not reasonably susceptible of being cured by such Mortgagee, as long as such Mortgagee, in good faith, shall have notified Tenant that such Mortgagee intends to institute proceedings under the applicable Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall prosecute the same with reasonable diligence and, after having obtained possession, prosecutes the cure to completion with reasonable diligence (other than those not reasonably susceptible of cure by Mortgagee). This Lease shall not be modified or amended, or terminated, without Mortgagee’s prior written consent in each instance, which consent, in the case of non-material amendments or modifications, shall not be unreasonably withheld or delayed (it being agreed, however, that Mortgagee’s refusal to consent to any proposed amendment or modification that would be contrary to the terms of the Mortgage Loan

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Documents shall not be unreasonable). In the event of the termination of this Lease by reason of any default by Landlord hereunder or for any other reason whatsoever except the expiration thereof, upon such Mortgagee’s written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to such Mortgagee or its designee or nominee a new lease of the Premises for the remainder of the Term of this Lease upon all of the terms, covenants and conditions of this Lease. Neither such Mortgagee nor its designee or nominee shall otherwise become liable under this Lease unless and until such Mortgagee, or its designee or nominee becomes, and then only for so long as such Mortgagee, or its designee or nominee remains, the fee owner of the Premises. Mortgagee shall have the right, without Tenant’s consent and without liability to Tenant for any claim for damages or any other relief therefor or in connection therewith, to foreclose the Mortgage or accept a deed in lieu of foreclosure of such Mortgage, and in doing so, whether or not the same would occur by operation of law, terminate this Lease and evict Tenant from the Premises, provided, however, Landlord (or Mortgagee on behalf of Landlord) shall have the right at the time of such foreclosure or deed in lieu, to elect not to terminate this Lease at such time and shall, in such event, nevertheless retain the unilateral right at any time thereafter, on thirty (30) days’ notice to Tenant, to terminate this Lease and evict Tenant from the Premises, without liability to Tenant for any claim for damages or any other relief therefor or in connection therewith. For the avoidance of doubt, the foregoing is subject to the last paragraph of Section 12.2.

(b) In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to each Mortgagee, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Mortgagee shall have become entitled under the Mortgage Loan Documents to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy).

Section 10.3 Landlord and Tenant agree, for the benefit of the Lenders, to implement the lockbox arrangement described herein, in the Collection Account Agreement and in the Mortgage Loan Agreement.

Section 10.4 Tenant shall have the exclusive obligation to satisfy, pay and provide at its own expense, as Supplementary Rent, requirements for any Impositions, insurance premiums and FF&E reserves set forth in the Mortgage Loan Documents. Landlord agrees to withdraw funds from the FF&E Reserve Account, the Blocked Account (as defined in the Mortgage Loan Agreement) and the Working Capital Account as and when requested by Tenant, in accordance with the requirements set forth in the Mortgage Loan Documents, provided Tenant delivers to Landlord such receipts and other materials as are necessary in order for Landlord to satisfy the conditions to such release set forth in the Mortgage Loan Documents. Landlord agrees that disbursements from such reserves and escrows received by Landlord from the Mortgagee shall be paid to Tenant. Tenant shall use the funds from such reserves and escrows solely for the purposes set forth in and subject to the conditions set forth in the Mortgage Loan Documents.

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Notwithstanding the foregoing, (a) Tenant’s obligation to purchase FF&E and other Equipment in accordance with Section 5.2 hereof shall not be relieved or otherwise affected by Landlord’s failure (whether or not excused under the Mortgage Loan Documents) to provide funds to such FF&E Reserve Account or to disburse the same to Tenant, and (b) all FF&E and Equipment, immediately upon the acquisition thereof, shall and is intended to be the sole and exclusive property of Landlord, subject only to the terms of this Lease allowing Tenant to use the same until this Lease shall expire or terminate, and Tenant shall keep the same free and clear of all Liens.

Section 10.5 Intentionally Omitted.

Section 10.6 Tenant hereby acknowledges that on and as of the date of this Lease: (a) Collateral Agent is a Mortgagee and holds a first Mortgage on the Premises; (b) Landlord has provided to Tenant and Tenant has received copies of, and has reviewed, the Mortgage Loan Documents and the Mezzanine Loan Documents; (c) Tenant shall observe and perform, on a timely basis, to the extent applicable to Tenant, or the Premises, each term and condition under the Loan Documents, and any other Loan Documents which are hereafter delivered to Tenant; and (d) to the extent that the representations and warranties set forth in the Loan Documents and such other Loan Documents which are hereafter delivered to Tenant pertain to the Premises (or the use, operation or occupancy thereof), Legal Requirements, Operating Permits, Subleases, Rents or Tenant, Tenant agrees that each of such representations and warranties is hereby incorporated into this Lease by reference as if set forth herein at length such that Tenant hereby represents and warrants to Landlord each and every such representation and warranty.

ARTICLE XI

OBLIGATIONS OF TENANT

Section 11.1 Tenant shall promptly comply in all material respects with all Legal Requirements with respect to the Premises (or any part thereof) and/or the use and occupation thereof by Tenant, whether any of the same relate to or require (i) structural changes to or in and about the Premises, or (ii) changes or requirements incident to or as the result of any use or occupation thereof or otherwise, and subject to Article VII, Tenant shall so perform and comply, whether or not such Legal Requirements shall now exist or shall hereafter be enacted or promulgated and whether or not the same may be said to be within the present contemplation of the parties hereto. The foregoing shall include, without limitation, present and future compliance with the provisions of the Americans with Disabilities Act. In addition, Tenant will comply with the applicable provisions of ERISA and of the regulations and published interpretations thereunder and shall furnish to Landlord and Mortgagee promptly after any officer of Tenant either knows, or has a reasonable basis to know, notice that any violation or other reportable event (including the events set forth in Section 4043(b) of ERISA) has occurred.

Section 11.2 Tenant agrees to give Landlord notice of any notice, assessment, claim, demand, communication, violation, summons, complaint, investigation, termination, suspension, or revocation made, issued or adopted by any of the Governmental Authorities (including, without limitation, the Gaming Authorities) hereinbefore mentioned affecting in a

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material adverse manner (i) the Premises, (ii) the use, maintenance, occupancy, repair or restoration thereof or (iii) the financial condition of Tenant, a copy of which is served upon or received by Tenant, or a copy of which is posted on, or fastened or attached to the Premises, or otherwise brought to the attention of Tenant, by mailing within five (5) Business Days after such service, receipt, posting, fastening or attaching or after the same otherwise comes to the attention of Tenant, a copy of each and every one thereof to Landlord and Mortgagee. At the same time, Tenant will inform Landlord as to the Work which Tenant proposes to do or take in order to comply therewith. Notwithstanding the foregoing, however, if such Work would require any Alterations which would, in Landlord’s opinion, reduce the value of the Premises or change the general character, design or use of any of the Buildings or other improvements thereon, and if Tenant does not desire to contest the same, Tenant shall, if Landlord so requests, defer compliance therewith in order that Landlord may, if Landlord wishes, contest or seek modification of or other relief with respect to such Legal Requirements, so long as Tenant is not put in violation of any Legal Requirements, but nothing herein shall relieve Tenant of the duty and obligation, at Tenant’s expense, to comply with such Legal Requirements, or such Legal Requirements as modified, whenever Landlord shall so direct.

Section 11.3 Tenant shall defend, protect, indemnify and save harmless Landlord, Lender (which, for purposes of determining “Indemnified Parties”, shall include any noteholder in respect of the applicable Loan Documents and any servicer on behalf of any such noteholder), each of their respective Affiliates, any partners, members or managers thereof, any partners, members or managers of any such partners, members or managers, and any partners, members, managers, officers, stockholders, trustees, directors or employees of any of the foregoing and any successors and/or assigns of any of the foregoing (each an “Indemnified Party” and collectively, “Indemnified Parties”), from and against and shall reimburse such parties for (a) any and all liabilities, obligations, losses, penalties, costs, charges, judgments, claims, causes of actions, suits, damages, fees and expenses (including attorneys’ fees and expenses) (collectively, “Claims”) (1) arising from or under this Lease or Tenant’s use, occupancy and operations of, in or about the Premises during the Term, (2) arising from the ownership, operation (whether as a hotel, or any ancillary uses, as permitted hereunder), maintenance, management, use, regulation, development, expansion or construction of the Premises, including any of the foregoing in relation to the Gaming Equipment, (3) arising from working capital or other operating liabilities relating to the Premises (or the use thereof) covered by this Lease, including without limitation, any employment or labor matters of any kind (including any matters relating to collective bargaining agreements or pension liability and related matters, if applicable), Claims of Governmental Authorities, employee Claims, payroll and payroll overhead Claims, benefit program Claims, and other Claims relating to the liabilities of the Premises (or the use thereof), in each case which are attributable to occurrences during or prior to the Term that the Premises is leased by Tenant or (4) which may be imposed upon or incurred or paid by or asserted against the Indemnified Parties by reason of or in connection with (i) any accident, injury, death or damage to any Person or property occurring in, on or about the Premises or any portion thereof or any adjacent street, alley, sidewalk, curb, or passageway; (ii) any changes, alterations, repairs and anything done in, on or about the Premises or any part thereof in connection with such changes, alterations and repairs; (iii) the use, non-use, occupation, condition, operation, maintenance or management of the Premises or any part thereof, or any adjacent street, alley, sidewalk, curb, or passageway; (iv) any negligent act or omission on the part of Tenant, any Subtenants or any of Tenant’s or Subtenant’s agents,

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contractors, servants, employees, space tenants, licensees, assignees, or subtenants; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof; (vi) any violation by Tenant (or by any agent, contractor or Subtenant then upon or using the Premises) of any provision of this Lease including, but not limited to, Article VII hereof, or any breach or violation of any Legal Requirement (including, without limitation, any Gaming Law) by Tenant or its agents, concessionaires, contractors, Subtenants, servants, vendors, materialmen or suppliers; or (vii) the condition of the Premises, or of any buildings or other structures now or hereafter situated thereon, or the fixtures or personal property thereon or therein, to the extent such events described in the foregoing clauses (i) through (vii) occur during or prior to the Term; and (b) all costs, expenses and liabilities incurred, including actual, customary and reasonable attorney’s fees and disbursements through and including appellate proceedings, in or in connection with any of such Claims; provided that in no event shall any Indemnified Party be indemnified for any Claim arising from its gross negligence, willful misconduct, illegal acts or fraud and in no event shall Tenant have any liability under this Section 11.3 to any Indemnified Party in respect of any consequential or punitive damages or diminution of value. If any action or proceeding shall be brought against any of the Indemnified Parties by reason of any such Claims, Tenant, upon notice from any of the Indemnified Parties, shall resist and defend such action or proceeding, at its sole cost and expense by counsel to be selected by Tenant but otherwise satisfactory to such Indemnified Party in its reasonable discretion. Tenant or its counsel shall keep each Indemnified Party fully apprised at all times of the status of such defense. If Tenant shall fail to defend such action or proceeding, such an Indemnified Party may retain its own attorneys to defend or assist in defending any such claim, action or proceeding, and Tenant shall pay the actual, customary and reasonable fees and disbursements of such attorneys. The terms and provisions of this Section 11.3 shall not in any way be affected by the absence of insurance covering such occurrence or claim or by the failure or refusal of any insurance company to perform any obligation on its part. The provisions of this Section 11.3 shall survive the expiration or earlier termination of this Lease. Tenant shall not enter into any settlement of a Claim which would impose a monetary liability on, or require an admission of liability, fault or other responsibility by, any Indemnified Party without the written consent of such Indemnified Party. Any insurance proceeds actually received by an Indemnified Party shall be credited against the indemnification otherwise to be provided herein. An Indemnified Party shall give prompt written notice to Tenant of any Claim for which it seeks indemnification hereunder, but delay in providing such notice shall not relieve Tenant of its indemnification obligations, except to the extent such delay materially prejudiced Tenant’s ability to defend such Claim. Nothing contained herein shall be construed to create a benefit for a third party except for Lenders and for other Indemnified Parties.

Section 11.4 If at any time prior to or during the Term (or within the statutory period thereafter if attributable to Tenant), any mechanic’s or other Lien or order for payment of money, which shall have been either created by, caused (directly or indirectly) by, or suffered against Tenant or any Person claiming by, through or under Tenant (or any predecessor-in-interest to Tenant), shall be filed against the Premises or any part thereof, Tenant, at its sole cost and expense, shall cause the same to be discharged by payment, bonding or otherwise, within sixty (60) days after Tenant receives notice of the filing thereof unless (i) such Lien or order is contested by Tenant in good faith and (ii) Tenant provides sufficient security or evidence of financial ability, in each case to the satisfaction of Landlord and Mortgagee (in their respective

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sole and absolute discretion), to pay the amount of such Lien or order; provided that, if the Lien or order in question is the responsibility of a Subtenant under its Sublease and no other material default under such Sublease (after applicable notice and grace) has occurred and in continuing, then Tenant shall be deemed to satisfy the requirement set forth in clause (i) above so long as it is diligently enforcing its rights under such Sublease against such Subtenant. Tenant shall, upon notice and request in writing by Landlord or Mortgagee, defend for Landlord and Mortgagee, at Tenant’s sole cost and expense, any action or proceeding which may be brought on or for the enforcement of any such Lien or order for payment of money, and will pay any damages and satisfy and discharge any judgment entered in such action or proceeding and save harmless Landlord and Mortgagee from any liability, claim or damage resulting therefrom. In default of Tenant’s procuring the discharge of any such Lien as aforesaid Landlord and Mortgagee may, without notice, and without prejudice to its other remedies hereunder, procure the discharge thereof by bonding or payment or otherwise, and all cost and expense which Landlord and Mortgagee shall incur shall be paid by Tenant to Landlord or Mortgagee, as applicable, as Other Rent forthwith.

Section 11.5 Landlord shall not under any circumstances be liable to pay for any work, labor or services rendered or materials furnished to or for the account of Tenant upon or in connection with the Premises, and no mechanic’s or other Lien for such work, labor or services or material furnished shall, under any circumstances, attach to or affect the reversionary interest of Landlord in and to the Premises or any alterations, repairs, or improvements to be erected or made thereon. Nothing contained in this Lease shall be deemed or construed in any way as constituting the request or consent of Landlord, either express or implied, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials on behalf of Landlord that would give rise to the filing of any Lien against the Premises. Pursuant to Section 108.234 of Nevada Revised Statutes (“NRS”), Landlord hereby informs Tenant that Tenant must comply with the requirements of NRS § 108.2403 & NRS § 108.2407. Tenant shall take all actions necessary under Nevada law to ensure that no liens encumbering Landlord’s interest in the Premises arise as a result of Tenant’s Work, which actions shall include, without limitation, the recording of a notice of posted security in the Official Records of Clark County, Nevada, in accordance with NRS § 108.2403, and either (i) establish a construction disbursement account pursuant to NRS § 108.2403(1)(b)(1), or (ii) furnish and record, in accordance with NRS § 108.2403(1)(b)(2), a surety bond for the prime contract for Tenant’s Work at the Premises that meets the requirements of NRS § 108.2415. Tenant shall notify Landlord of the name and address of Tenant’s prime contractor who will be performing Work on behalf of Tenant as soon as it is known. Tenant shall notify Landlord immediately upon the signing of any contract with the prime contractor for the construction, alteration or repair of any portion of the Premises. Tenant may not enter the Premises to begin Work or any portion thereof on the Premises until Tenant has delivered evidence satisfactory to Landlord that Tenant has complied with the terms of this Section 11.5. Failure by Tenant to comply with the terms of this Section 11.5 shall permit Landlord to declare Tenant in default of this Lease.

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Section 11.6 Neither Landlord nor its agents shall be liable for any loss of or damage to the property of Tenant or others by reason of casualty, theft or otherwise, or due to any interruption or failure of any services or use or the operation or management of the Premises, or due to any building on the Premises being defective or improperly constructed, or being or becoming out of repair, or for any injury or damage to Persons or property resulting from any cause of whatsoever nature (nor shall such party be liable for any such loss which is caused by or arises from the negligence of Landlord or its agents).

Section 11.7 Landlord shall not be required to furnish to Tenant any facilities or services of any kind whatsoever, including, but not limited to, water, steam, heat, gas, oil, hot water, and/or electricity, all of which Tenant represents and warrants that Tenant has obtained from the public utility supplying the same, at Tenant’s sole cost and expense. Upon Tenant’s written request, however, Landlord agrees to cooperate with Tenant (at no cost to Landlord) with respect to such services.

Section 11.8 Tenant will qualify to do business and remain in good standing under the laws of each jurisdiction (including, without limitation, under any and all Legal Requirements) as and to the extent required for the use, ownership, lease, operation, maintenance or repair of the Premises.

ARTICLE XII

DEFAULT BY TENANT; REMEDIES

Section 12.1 Each of the following shall be deemed an event of default (an “Event of Default”) and a breach of this Lease by Tenant:

(a) The failure of Tenant to pay when due, any portion of any installment of Base Rent due from Tenant under this Lease on the date such payment is due (it being understood that, with respect to any monthly installment of Base Rent, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (a) if, on the date such payment is due, there is transferred from the Collection Account to the Cash Management Account the monthly installment of Base Rent due from Tenant under this Lease);

(b) The failure of Tenant to pay when due, any portion of any installment or amount of Supplementary Rent due from Tenant under this Lease on the date such payment is due (it being understood that, with respect to any installment or amount of Supplementary Rent due, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (b) if, on the date such payment or amount is due, there is transferred from the Collection Account to the Cash Management Account the installment or amount of Supplementary Rent due from Tenant under this Lease);

(c) The failure of Tenant to pay any portion of any amount of Other Rent due from Tenant under this Lease on the date which is ten days after any such payment is due (it being understood that, with respect to any installment or amount of Other Rent due, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (c) if, on the date such payment or amount is due (or on the date which is ten days after any such payment is due), there is transferred from the Collection Account to the Cash Management Account the installment or amount of Other Rent due from Tenant under this Lease);

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(d) The failure to keep the insurance policies required hereunder in full force and effect; the failure to deliver a certificate of insurance with respect to the insurance policies required hereunder within two (2) Business Days after a request by Landlord or any Mortgagee; and the failure to deliver certified copies of the insurance policies required hereunder within fifteen (15) days after a request by Landlord or Mortgagee, all in accordance with Article VI;

(e) The failure of Tenant or Lease Guarantor to comply with or observe any of the other material provisions, agreements, conditions, covenants or terms contained in this Lease or the Operating Lease Guaranty, respectively, for thirty (30) days after written notice by Landlord or Mortgagee to Tenant or Lease Guarantor describing such default with reasonable specificity, or if such default is a non-monetary default and of such a nature that it cannot be completely remedied within said thirty (30) day period, the failure of Tenant or Lease Guarantor to commence the cure of such default within such thirty (30) day period and thereafter diligently prosecute and complete the cure within 120 days after the original written notice of default by Landlord or Mortgagee to Tenant or Lease Guarantor;

(f) A Transfer in respect of Tenant or the Premises or this Lease without strict compliance with Article IX of this Lease; or Tenant shall incur any Indebtedness other than Permitted Indebtedness;

(g) The (i) initiation of any proceeding whereupon the estate or interest of Tenant in the Premises, or any portion thereof, or in this Lease is levied upon or attached, or (ii) taking of Tenant’s leasehold estate by execution or other process of law other than as provided in Article VIII, which proceeding or taking, as the case may be, is not vacated, discharged, dismissed or otherwise reversed within thirty (30) days thereafter;

(h) An Event of Default under (and as defined in) any of the Other Operating Leases;

(i) (i) Tenant shall commence any case, proceeding or other action (A) under any existing or future Legal Requirement relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Tenant, or seeking to adjudicate Tenant a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant’s debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Tenant’s property; or (ii) Tenant shall become insolvent or make a general assignment for the benefit of Tenant’s creditors or shall make a transfer in fraud of creditors; or (iii) there shall be commenced against Tenant any case, proceeding or other action of a nature referred to in clause (i) above (including involuntary bankruptcy) or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Tenant’s property, which case, proceeding or other action (A) results in the entry of an order for relief or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; or (iv) Tenant shall take any action consenting to or approving of any of the acts set forth in clause (i) or (ii) above; or (v) Tenant shall generally not, or shall be unable to, pay Tenant’s debts as they become due or shall admit in writing Tenant’s inability to pay Tenant’s debts;

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(j) (i) Lease Guarantor shall commence any case, proceeding or other action (A) under any existing or future Legal Requirement relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Lease Guarantor, or seeking to adjudicate Lease Guarantor a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Lease Guarantor or Lease Guarantor’s debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Lease Guarantor’s property; or (ii) Lease Guarantor shall become insolvent or make a general assignment for the benefit of Lease Guarantor’s creditors or shall make a transfer in fraud of creditors; or (iii) there shall be commenced against Lease Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (including involuntary bankruptcy) or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Lease Guarantor’s property, which case, proceeding or other action (A) results in the entry of an order for relief or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; or (iv) Lease Guarantor shall take any action consenting to or approving of any of the acts set forth in clause (i) or (ii) above; or (v) Lease Guarantor shall generally not, or shall be unable to, pay Lease Guarantor’s debts as they become due or shall admit in writing Lease Guarantor’s inability to pay Lease Guarantor’s debts;

(k) If Tenant is a corporation (or partnership or limited liability company) and shall cease to exist as a corporation (or partnership or limited liability company) in good standing in the state of its incorporation (or formation) (unless Tenant simultaneously becomes incorporated (or formed) and in good standing in another state) or if Tenant is a partnership or limited liability company or other entity and Tenant shall be dissolved or otherwise liquidated, then if Tenant does not completely remedy such default immediately (or if Tenant’s only knowledge of such default is by receipt of written notice of such default, then within the thirty (30) day period following receipt of such written notice); provided that, Tenant is permitted to make such changes otherwise permitted under Section 10.17 of the Mortgage Loan Agreement;

(l) If Lease Guarantor is a corporation (or partnership or limited liability company) and shall cease to exist as a corporation (or partnership or limited liability company) in good standing in the state of its incorporation (or formation) (unless Lease Guarantor simultaneously becomes incorporated (or formed) and in good standing in another state) or if Lease Guarantor is a partnership or limited liability company or other entity and Lease Guarantor shall be dissolved or otherwise liquidated, then if Lease Guarantor does not completely remedy such default immediately (or if Lease Guarantor’s only knowledge of such default is by receipt of written notice of such default, then within the thirty (30) day period following receipt of such written notice);

(m) Tenant fails to execute any certificate or agreement that Landlord or Mortgagee may reasonably request confirming the subordination required pursuant to Article X or estoppel certificate required pursuant to Article XIV within ten (10) days after Tenant’s receipt thereof;

(n) [Intentionally Omitted.]

(o) [Intentionally Omitted.]

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(p) Any material representation or warranty made by Tenant herein or in any report, certificate, financial statement or other instrument, agreement or document furnished to Landlord or Lender shall have been materially false or misleading in any material respect as of the date such representation or warranty was made and if susceptible to cure is not cured within the time periods set forth in clause (e) of this Section; and

(q) Any material representation or warranty made by Lease Guarantor in the Operating Lease Guaranty or in any report, certificate, financial statement or other instrument, agreement or document furnished to Landlord or Lender shall have been materially false or misleading in any material respect as of the date such representation or warranty was made and if susceptible to cure is not cured within the time periods set forth in clause (e) of this Section.

Section 12.2 Upon the occurrence of an Event of Default, Landlord may, at any time thereafter, without limiting Landlord in the exercise of any right or remedy at law or in equity that Landlord may have by reason of such Event of Default, at its option pursue any one or more of the following remedies without any further notice or demand whatsoever, in each case, to the extent permitted by applicable law (provided that any notice required as specified in this Section 12.2 must be joined in, and the exercise of any remedies as described in this Section 12.2 must be approved, by Mortgagee):

(a) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord may without notice and without prejudice to any other remedy Landlord may have, but, subject to Legal Requirements, peaceably enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor, and upon any such termination, Tenant agrees that in addition to its liability for the payment of arrearages of Operating Lease Rent due and owing by Tenant to Landlord under this Lease upon such termination, Tenant shall be liable to Landlord for damages. Tenant shall pay to Landlord as damages on the same days as the Operating Lease Rent are due hereunder, the total amount of such Operating Lease Rent payments plus a reimbursement for all unamortized tenant allowances and concessions, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting; provided, however, that Landlord shall have no obligation to Tenant to relet the Premises so as to mitigate the amount for which Tenant is liable unless required by applicable law. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the total rental provided for in this Lease for the remainder of the Term discounted to present value using a discount rate equal to United States Treasury Securities having comparable maturities to such rental payments plus 3.0%.

(b) Enter upon and take possession of the Premises without terminating this Lease and expel or remove Tenant and its effects therefrom without being liable to prosecution or any claim for damages therefor, and Landlord may relet the Premises for the account of Tenant. Tenant shall pay to Landlord all arrearages of Base Rent, Supplementary Rent and Other Rent due and owing by Tenant to Landlord, and Tenant shall also pay to Landlord during each month of the unexpired Term the installments of Base Rent and other sums due hereunder, less such part, if any, that Landlord shall have been able to collect from a new tenant upon reletting;

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provided, however, that Landlord shall have no obligation to this Tenant to relet the Premises so as to mitigate the amount for which Tenant is liable unless required by applicable law. In the event Landlord exercises the rights and remedies afforded to it under this Section 12.2(b) and then subsequently elects to terminate this Lease, Tenant shall be liable to Landlord for damages as set forth in Section 12.2(a) above and Landlord shall have the right at any time to demand final settlement as provided therein.

(c) To the extent permitted by applicable law, cause the transfer of Operating Permits relating to the Premises and the operation and management of the Premises and leasing of the Premises to any replacement operator, manager or tenant of the Premises identified by Landlord, and after such replacement operator, manager or tenant obtains all appropriate Operating Permits, Tenant shall cooperate with Landlord to (i) transfer all books and records to the extent relating solely to the Premises and used in connection with the operation of the Premises, and (ii) continue to perform the Diligence Activities and provide Transition Services during the Transition Period as required by Section 4.4 to the replacement operator, manager or tenant so as to provide continuation of hotel operations and minimize disruption.

(d) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Operating Lease Rent and all other sums payable by (or to be collected from) Tenant hereunder, without re-entering or resuming possession of the Premises and without terminating this Lease.

(e) Do whatever Tenant is obligated to do by the provisions of this Lease, may peaceably enter the Premises in order to accomplish this purpose and may make any reasonable expenditure or incur any reasonable obligation for the payment of money in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses. Tenant agrees to reimburse Landlord immediately upon demand for any expenses which Landlord may incur in its actions pursuant to this Section 12.2(e), with interest thereon at the Default Rate from the date of demand until paid and such amount shall be deemed to be Other Rent hereunder.

(f) To the extent permitted by Legal Requirements, and in coordination with a transition to a replacement facility operator or manager: peaceably enter upon the Premises and change, alter, or modify the door locks on all entry doors of the Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises. In the event that Landlord either permanently excludes Tenant from the Premises or terminates this Lease on account of Tenant’s default, Landlord shall not be obligated thereafter to provide Tenant with a key to the Premises at any time, regardless of any amounts subsequently paid by Tenant. If Landlord elects to exclude Tenant from the Premises temporarily without permanently repossessing the Premises or terminating this Lease, then Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full and all other defaults, if any, have been cured and Tenant shall have given Landlord evidence reasonably satisfactory to Landlord that Tenant has the ability to comply with its remaining obligations under this Lease; and if Landlord temporarily excludes Tenant from the Premises, Landlord shall have the right thereafter to permanently exclude Tenant from the Premises or terminate this Lease at any time before Tenant pays all delinquent rent, cures all other defaults

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and furnishes such evidence to Landlord. A key to the Premises will be furnished to Tenant only during Landlord’s normal business hours. Landlord’s exclusion of Tenant from the Premises shall not constitute a permanent exclusion of Tenant from the Premises or a termination of this Lease unless Landlord so notifies Tenant in writing. Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or stating the name, address or telephone number of any individual or company from which a new key may be obtained. In the event Landlord permanently or temporarily excludes Tenant from the Premises or terminates this Lease, and Tenant owns property that has been left in the Premises but which is not subject to any statutory or contractual Lien or security interest held by Landlord as security for Tenant’s obligations, Tenant shall have the right to promptly so notify Landlord in writing, specifying the items of property not covered by any such Lien or security interest and which Tenant desires to retrieve from the Premises. Landlord shall have the right to either (i) escort Tenant to the Premises to allow Tenant to retrieve Tenant’s property not covered by any such Lien or security interest, or (ii) remove such property itself and make it available to Tenant at a time and place designated by Landlord. In the event Landlord elects to remove such property itself as provided in the immediately preceding clause (ii), Landlord shall not be obligated to remove such property or deliver it to Tenant unless Tenant shall pay to Landlord, in advance, an amount of cash equal to the amount that Landlord estimates Landlord will be required to reasonably expend in order to remove such property and make it available to Tenant, including all reasonable moving or storage charges theretofore or thereafter incurred by Landlord with respect to such property. If Tenant pays such estimated amount to Landlord and the actual amount incurred by Landlord differs from the estimated amount, Tenant shall pay any additional amounts to Landlord on demand or Landlord shall refund any excess amounts paid by Tenant to Tenant on demand.

(g) Terminate Tenant’s rights under any one or more of Sections 3.2, 3.3, 7.1 and 7.2.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity. Any entry by Landlord upon the Premises may be by use of a master or duplicate key or electronic pass card or any locksmith’s entry procedure or other means. Any reletting by Landlord (if any) shall be without notice to Tenant, and if Landlord has not terminated this Lease, the reletting may be in the name of Tenant or Landlord, as Landlord shall elect. Any reletting shall be for such term or terms (which may be greater or less than the period which, in the absence of a termination of this Lease, would otherwise constitute the balance of the Term) and on such terms and conditions (which may include free rent, rental concessions or tenant inducements of any nature) as Landlord in its sole and absolute discretion may determine, and Landlord may collect and receive any rents payable by reason of such reletting. In the event of any reletting, Tenant shall pay to Landlord on demand the reasonable cost of renovating, repairing and altering the Premises for a new tenant or tenants, and the cost of advertisements, brokerage fees, reasonable attorney’s fees and other costs and expenses incurred by Landlord in connection with such reletting (consistent with local market conditions). In the event any rentals actually collected by Landlord upon any such reletting for any calendar month are in excess of the amount of rental payable by Tenant under this Lease for the same calendar month, the amount of such excess shall belong solely to Landlord and Tenant shall have no right with respect thereto. In the event it is necessary for Landlord to institute suit against Tenant in order to collect the rental due hereunder

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or any deficiency between the rental provided for by this Lease for a calendar month and the rental actually collected by Landlord for such calendar month, Landlord shall have the right to allow such deficiency to accumulate and to bring an action upon several or all of such rental deficiencies at one time. No suit shall prejudice in any way the right of Landlord to bring a similar action for any subsequent rental deficiency or deficiencies.

Notwithstanding the foregoing, or anything else in this Lease to the contrary, if any Transition Period (as defined in the Management Agreement) shall exist, this Lease shall not terminate prior to the expiration or earlier termination of such Transition Period.

Section 12.3 Subject to the terms of Section 12.2 above, upon the exercise by Landlord of any of the remedies contained in this Lease, at law or in equity, no re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant by Landlord and Mortgagee. Notwithstanding any such reletting or re-entry to take possession, Landlord may at any time thereafter elect to terminate this Lease for a previous then continuing uncured default. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing by Landlord and Mortgagee.

Section 12.4 No taking of possession of and/or reletting the Premises, or any part thereof, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, repossession or reletting.

Section 12.5 To the extent not prohibited by applicable law, Tenant hereby waives and releases all rights now or hereafter conferred by statute or otherwise which would have the effect of limiting or modifying any of the provisions of this Article XII. Tenant shall execute, acknowledge and deliver any instruments which Landlord may request, whether before or after the occurrence of an Event of Default, evidencing such waiver or release.

Section 12.6 To the extent permitted by applicable law, the Operating Lease Rent payable by Tenant hereunder and each and every installment thereof, and all costs, actual, customary and reasonable attorneys’ fees and disbursements and other expenses which may be incurred by Landlord in enforcing the provisions of this Lease on account of any delinquency of Tenant in carrying out the provisions of this Lease shall be and they hereby are declared to constitute a valid Lien upon the interest of Tenant in this Lease and in the Premises.

Section 12.7 Suit or suits for the recovery of damages, or for a sum equal to any installment or installments of Operating Lease Rent payable hereunder or any deficiencies or other sums payable by Tenant to Landlord pursuant to this Article XII, may be brought by Landlord from time to time at Landlord’s election, and nothing herein contained shall be deemed to require Landlord to await the date whereon this Lease or the Term would have expired by limitation had there been no Event of Default by Tenant and termination.

Section 12.8 Nothing contained in this Article XII shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed

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by Legal Requirement governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount shall be greater than, equal to or less than the amount of the damages referred to in any of the preceding Sections of this Article XII.

Section 12.9 Except as otherwise expressly provided herein or as prohibited by applicable law, Tenant hereby expressly waives the service of any notice of intention to re-enter provided for in any statute, or of the institution of legal proceedings to that end, and Tenant, for and on behalf of itself and all Persons claiming through or under Tenant, also waives any and all right of redemption provided by any Legal Requirement or statute now in force or hereafter enacted or otherwise, or re-entry or repossession or to restore the operation of this Lease in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge or in case of re-entry or repossession by Landlord or in case of any expiration or termination of this Lease.

Section 12.10 No failure by Landlord to insist upon the strict performance of any covenant, agreement, term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, or receipt or acceptance of Operating Lease Rent with knowledge of or during the continuance of any such breach, shall constitute a waiver or relinquishment of any such breach or of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

Section 12.11 In the event of any breach by Tenant of any of the covenants, agreements, terms or conditions contained in this Lease, Landlord shall be entitled to a decree compelling performance of any of the provisions hereof and the restraint by injunction of the violation or attempted or threatened violation of any of the terms, covenants and conditions of this Lease, and shall have the right to invoke any rights and remedies allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Lease. The rights granted to Landlord in this Lease shall be cumulative of every other right or remedy which Landlord may otherwise have at law, in equity or otherwise, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

Section 12.12 Tenant shall pay to Landlord and each other Indemnified Party all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by such Indemnified Party in any action or proceeding to which such Indemnified Party may be made a party by reason of any act or omission of Tenant. Tenant also shall pay to Landlord and each other Indemnified Party all reasonable costs and expenses, including, without limitation, actual, customary and reasonable attorneys’ fees and disbursements, incurred by Landlord and any Lender in enforcing any of the covenants and provisions of this Lease and incurred in any action brought by Landlord or such Lender against Tenant on account of the provisions hereof, and all such costs, expenses and attorneys’ fees and disbursements may be included in and form a part of any judgment entered in any proceeding brought by Landlord or such Lender against Tenant on or under this Lease; provided, however, that Tenant shall only be obligated to pay to the extent that Landlord or such Lender is successful in such action. All of the sums paid or obligations incurred by Landlord or such Lender as aforesaid, with interest (at the Default Rate) and costs, shall be paid by Tenant to Landlord or such Lender, as applicable, on demand.

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Section 12.13 If Tenant shall fail to pay any installment of Base Rent, Supplementary Rent or Other Rent when such payment is due, Tenant shall pay to Landlord, in addition to such payment of Base Rent, Supplementary Rent or Other Rent, as the case may be, interest on the amount unpaid at the Default Rate (which for all purposes hereunder where such rate is specified shall remain the applicable interest rate even after a judgment against Tenant), computed from the date such payment was due to and including the date of payment, as well as any late payment charge due under the Loan Documents.

ARTICLE XIII

NO WAIVER

Section 13.1 No receipt of moneys by Landlord from Tenant after the termination or cancellation of this Lease or termination of Tenant’s right to possess the Premises (or after the giving of any notice of the termination of this Lease or Tenant’s right to possess the Premises) shall reinstate, continue or extend the Term, or affect any notice theretofore given to Tenant, or affect or otherwise operate as a waiver of the right of Landlord to enforce the payment of Base Rent, Supplementary Rent or Other Rent then due, or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Premises by proper suit, action, proceeding or remedy; it being agreed that, after the service of notice to terminate or cancel this Lease or Tenant’s right to possess the Premises, or the commencement of suit, action or summary proceedings, or any other remedy, or after a final order or judgment for the possession of the Premises, Landlord may demand, receive and collect any moneys due, or thereafter falling due, without, in any manner whatsoever, affecting such notice, proceeding, suit, action, order or judgment; and any and all such moneys collected shall be deemed to be payments on account of the use and occupation of the Premises or, at the election of Landlord, on account of Tenant’s liability hereunder. The acceptance of any check or payment bearing or accompanied by any endorsement, legend or statements shall not, of itself, constitute any change in or termination of this Lease.

Section 13.2 The failure of Landlord to enforce any agreement, condition, covenant or term, by reason of its breach by Tenant shall not be deemed to void, waive or affect the right of Landlord to enforce the same agreement, condition, covenant or term on the occasion of a subsequent default or breach. No surrender of the Premises by Tenant (prior to any termination of this Lease) shall be valid unless consented to in writing by Landlord and Lender.

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ARTICLE XIV

ESTOPPEL CERTIFICATE; CONSENT

Section 14.1 Tenant agrees that it shall, at any time and from time to time, but no more than quarterly unless an Event of Default shall be continuing, upon not less than ten (10) days’ prior notice by Landlord or any Lender, execute, acknowledge and deliver to the person requesting the same a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications), (ii) the Base Rent, Supplementary Rent and Other Rent payable and the dates to which the Base Rent, Supplementary Rent and Other Rent have been paid, (iii) the amount of Base Rent actually paid on the last date such Base Rent was paid, (iv) the amount of Management Fees subtracted from Base Rent on the last date such Base Rent was paid, (v) the date through which Management Fees have been paid in full, (vi) that the address for notices to be sent to Tenant is as set forth in this Lease, (vii) whether to Tenant’s actual knowledge, Landlord is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each default, (viii) the Commencement Date and Expiration Date, (ix) that Tenant is in possession of the Premises, and (x) any other matters reasonably requested by Landlord or Lender, as applicable, it being intended that any such statement delivered pursuant to this Article XIV may be relied upon by Landlord and any prospective purchaser of the Premises, Lender and prospective Lender.

Section 14.2 Landlord has secured financing of its interest in the Premises by, among other things, assigning Landlord’s interest in this Lease and the sums payable thereunder and hereunder to Mortgagee. Tenant hereby consents to such assignment and, without further consideration, agrees to execute and deliver documents and certificates reasonably requested by Mortgagee to evidence same and provide additional information and take such other actions as may be necessary to consummate the purposes under the Loan Documents; provided, however, that the result of the foregoing actions shall not put Tenant in a materially worse position or increase Tenant’s costs hereunder (other than the direct costs of implementing such changes, such as legal fees, which Tenant hereby agrees to pay).

ARTICLE XV

QUIET ENJOYMENT

Section 15.1 Tenant, upon the payment of the Operating Lease Rents herein reserved and upon the due performance and observance of all the covenants, conditions and agreements herein contained on Tenant’s part to be performed and observed, including without limitation, the compliance by Tenant with all Legal Requirements, shall and may at all times during the Term peaceably and quietly have, hold and enjoy the Premises without or hindrance of and from any Person claiming by, through or under Landlord, subject, nevertheless, to the terms and provisions of this Lease, including the provisions of Section 10.2.

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ARTICLE XVI

SURRENDER

Section 16.1 Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, quit and surrender to Landlord the Premises (including the Leased Personal Property) vacant, and in the same level of condition and repair as on the Closing Date, reasonable wear and tear excepted, or in such higher level of condition as required pursuant to the other terms hereof. Upon termination of this Lease, Landlord may cause the transfer of the operation and management of the Premises and leasing of the Premises to any replacement operator, manager or tenant of the Premises designated by Landlord, and Tenant shall cooperate with Landlord to transfer all books and records relating to the Premises and shall provide (and shall cooperate with Landlord in providing) all Transition Services during the Transition Period as required by Section 4.4 to the new operator or manager so as to provide continuation of operations and minimize disruption. Tenant’s obligation to observe and perform this covenant shall survive the expiration or earlier termination of the Term. In the event that Tenant fails to surrender the Premises as aforesaid, Landlord shall have the right to exercise the applicable remedies upon the occurrence of an Event of Default. The term “reasonable wear and tear” as used herein shall not be construed as permitting any missing items or components of any item of Leased Personal Property. Upon surrender, Tenant shall provide any additional documentation reasonably requested by Landlord relating to redelivery of or Landlord’s interest in each item of Leased Personal Property.

Section 16.2 Upon the expiration of the Term, all Base Rent, Supplementary Rent (subject to Section 3.3) and Other Rent payable by Tenant under this Lease shall be apportioned to the date of expiration.

Section 16.3 Tenant acknowledges that possession of the Premises must be surrendered to Landlord at the expiration or sooner termination of the term of this Lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be extremely substantial, will exceed the amount of the Base Rent, Supplementary Rent and Other Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord upon the expiration or sooner termination of the term of this Lease, then Tenant shall pay to Landlord, as liquidated damages for each month and for each portion of any month during which Tenant holds over in the Premises after the expiration or sooner termination of the term of this Lease, a sum equal to the higher of the then fair market rental value of the Premises, determined taking into account the effect of all material factors reasonably relevant to such determination and as approved by Mortgagee, or two (2) times the aggregate of the Base Rent, Supplementary Rent and Other Rent which was payable under this Lease with respect to the last month of the term hereof. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the expiration or sooner termination of the Term of this Lease; and in the event of any unauthorized holding over, Tenant shall indemnify each of the Indemnified Parties against all claims for damages by any other lessee or prospective lessee to whom Landlord may have leased all or any part of the Premises effective before or after the expiration or termination of the Term of this Lease. If Tenant holds over in possession after the expiration or termination of the term of the

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Lease, such holding over shall not be deemed to extend the term or renew this Lease, but the tenancy thereafter shall continue as a tenancy from month to month upon the terms and conditions of this Lease at the Base Rent, Supplementary Rent and Other Rent as herein increased. Tenant hereby waives the benefit of any Legal Requirement which would contravene or limit the provisions set forth in this Section 16.4. This provision shall survive the expiration or earlier termination of this Lease.

ARTICLE XVII

ACCESS

Section 17.1 Landlord shall at all times during the Term have the right and privilege to enter the Premises upon prior notice during business hours and in compliance with reasonable security requirements of Tenant (except in the case of an emergency) for the purpose of inspecting the same or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Landlord shall also have the right and privilege at all times during the Term to post notices of nonresponsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege, to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants.

Section 17.2 Landlord and Mortgagee shall at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems necessary or advisable following the failure of Tenant to make any such repairs or Alterations beyond any applicable notice and cure period, but such right of access shall not be construed as obligating Landlord to make any repairs to or replacements to the Premises or as obligating Landlord to make any inspection or examination of the Buildings. In the event of an emergency, Landlord shall have the right to enter the Premises or any part thereof.

ARTICLE XVIII

ENVIRONMENTAL MATTERS

Section 18.1 Tenant will not use, generate, treat, hold, possess, refine, handle, abate, remove, control, manage, manufacture, produce, store, release, discharge or dispose of in, on, under, from or about the Premises or transfer or transport to or from the Premises any Hazardous Substance and will not allow or suffer any other Person or entity to do so (except for non-material quantities of substances which are customarily used in the ordinary operation of a hotel resort in compliance with Environmental Laws and for which Tenant has obtained any necessary permits, collectively, “Immaterial Use”).

Section 18.2 Tenant shall keep and maintain the Premises in compliance with, and shall not cause, permit or suffer the Premises to be in violation of any Environmental Law.

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Section 18.3 Tenant shall cause the Premises to be kept free and clear of all Liens and other encumbrances imposed pursuant to any applicable Environmental Law, whether due to any act or omission of Tenant or any other Person.

Section 18.4 Tenant shall give prompt written notice to Landlord of:

(a) any use, generation, manufacture, production, storage, release, discharge or disposal of any Hazardous Substance in, on, under, from or about the Premises or the migration thereof to or from other property, in each case, during or prior to the Term (other than Immaterial Use);

(b) the commencement, institution or threat of any proceeding, inquiry or action by or written notice from any Governmental Authority with respect to the use or presence of any Hazardous Substance in, on, under, from or about the Premises or the migration thereof from or to other property, in each case, during or prior to the Term;

(c) all claims made or threatened by any third party against Tenant or the Premises relating to any damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substance, in each case, during or prior to the Term;

(d) any occurrence or condition on the Premises, in each case, during the Term, that could cause the Premises or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use under any Environmental Law; and

(e) any claims for the incurrence of expense by any Governmental Authority or others in connection with the assessment, containment or removal of any Hazardous Substance located on, under, from or about the Premises, in each case, during or prior to the Term.

Landlord shall give prompt written notice to Tenant of any of the facts, events or circumstances set forth in (ii) and (iii) above, including all claims under Environmental Laws commenced or threatened against Landlord with respect to the Premises during the Term.

Section 18.5 Landlord and Mortgagee shall have the right, but not the obligation, to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Premises in connection with any Environmental Law. In the event that Tenant refuses or fails to defend any such legal proceedings or actions concerning matters for which Tenant has primary responsibility under this Article XVIII, Landlord and Mortgagee shall have the right, but not the obligation to defend proceedings or actions using counsel chosen by Landlord or Mortgagee, as applicable, and Tenant shall reimburse Landlord and Mortgagee for its actual, customary and reasonable attorney’s fees incurred in connection with such defense.

Section 18.6 Without Landlord’s and Mortgagee’s prior written consent, which consent shall not be unreasonably withheld or delayed, Tenant shall not take any remedial action in response to the presence of any Hazardous Substance in, on, under, from or about the Premises, nor enter into any settlement, consent or compromise which might, in Landlord’s or Mortgagee’s judgment, impair the value of, respectively, Landlord’s or Mortgagee’s interest in the Premises; provided, however, that such prior consent shall not be necessary if the presence of

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Hazardous Substance in, on, under, from or about the Premises either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably practical or possible to obtain such consent before taking such action. In such event Tenant shall notify Landlord and Mortgagee as soon as practicable of any action so taken. Such consent shall not be withheld, where such consent is required hereunder, if a particular remedial action is ordered by a court or any Governmental Authority of competent jurisdiction.

Section 18.7 (a) Tenant shall protect, indemnify, defend, release and hold harmless each of the Indemnified Parties from and against any and all claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind (including, without limitation, reasonable attorneys’ fees and costs but excluding consequential damages, punitive damages and diminution in value) directly or indirectly arising out of or attributable to, in whole or in part, (i) the breach of any of the covenants, representations and warranties of this Article XVIII by Tenant, or (ii) the use, generation, manufacture, production, storage, release, threatened release, discharge, preservation, treatment, holding, processing, refining, controlling, management, abatement, removal or disposal of a Hazardous Substance in, on, under, from or about the Premises (whether arising during or prior to the Term) or (iii) any violation or liability under any Environmental Law arising from any other activity carried on or undertaken on the Premises by Tenant or any employees, agents, contractors or subcontractors of Tenant or any third Persons occupying or present on the Premises (whether arising during or prior to the Term), including, without limitation: (A) the costs of any required or necessary repair, cleanup or detoxification of the Premises and the preparation and implementation of any closure, remedial or other required plans including, without limitation: (1) the costs of removal or remedial action incurred by any Governmental Authority, or response costs incurred by any other Person, or damages from injury to, destruction of, or loss of natural resources, including the costs of assessing such injury, destruction or loss, incurred pursuant to any Environmental Law; (2) the clean-up costs, fines, damages or penalties incurred pursuant to the provisions of any Legal Requirements; and (3) the cost and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Legal Requirements; and (B) liability for personal injury or property damage, including damages assessed for the maintenance of the public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity; provided, however, in no event shall Tenant have any liability under this Section 18.7 to any Indemnified Party for such Indemnified Party’s gross negligence, willful misconduct or fraud.

This indemnity is intended to be operable under 42 U.S.C. Section 9607(e)(1), and any successor section thereof and shall survive expiration or earlier termination of this Lease and any transfer of all or a portion of the Premises by Tenant.

(b) The foregoing indemnity shall in no manner be construed to limit or adversely affect Landlord’s rights under this Article XVIII, including, without limitation, Landlord’s rights to approve any Remedial Work or the contractors and consulting engineers retained in connection therewith.

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Section 18.8 In the event that any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is required by any Legal Requirement, or by any Governmental Authority, Tenant shall within thirty (30) days after written demand for performance thereof by Landlord (or such shorter period of time as may be required under any Legal Requirement or material agreement), commence to perform, or cause to be commenced, and thereafter diligently prosecute to completion within such period of time as may be required under any Legal Requirement or agreement (or as otherwise required by Landlord), all such Remedial Work at Tenant’s sole expense in accordance with the requirements of any applicable Legal Requirement or Governmental Authority, including or Environmental Law. All such Remedial Work shall be performed by one or more contractors, approved in advance in writing by Landlord and Mortgagee, which approval shall not be unreasonably withheld or delayed, and under the supervision of a consulting engineer approved in advance in writing by Landlord and Mortgagee, which approval shall not be unreasonably withheld or delayed. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and Landlord’s and Mortgagee’s actual, customary and reasonable attorneys’ fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event Tenant shall fail to timely commence, or cause to be commenced, or fail to complete such Remedial Work within the time required above, Landlord may, but shall not be required to, cause such Remedial Work to be performed and all reasonable costs and expenses thereof incurred in connection therewith shall be paid by Tenant to Landlord promptly upon demand, together with interest at the Default Rate from the date the same was expended and until paid (and be included in, and form a part of, Operating Lease Rent).

Section 18.9 In the event that Landlord believes that there may be a violation or threatened violation by Tenant of any Environmental Law or a violation or threatened violation by Tenant of any covenant under this Article XVIII, Landlord and Mortgagee each is authorized, but not obligated, by itself, its agents, employees or workmen to enter at any reasonable time following notice, so long as such entry does not unduly interfere with Tenant’s normal conduct of business, upon any part of the Premises for the purposes of inspecting the same for Hazardous Substances and Tenant’s compliance with this Article XVIII, and such inspections may include, without limitation, soil borings. If such inspection reveals any violation of Environmental Law or violation by Tenant of any covenant under this Article XVIII, Tenant agrees to pay to Landlord, within ten (10) days after Landlord’s written demand, all actual, customary and reasonable expenses, costs or other amounts incurred by Landlord or Mortgagee in performing any inspection for the purposes set forth in this Section 18.9.

Section 18.10 All costs and expenses reasonably incurred by Landlord under this Article XVIII shall be immediately due and payable as Other Rent within ten (10) days after written demand and shall bear interest at the Default Rate from the date of notice of such payment by Landlord and the expiration of any grace period provided herein until repaid.

Section 18.11 “Environmental Law” and “Environmental Laws” shall mean respectively any one or more Legal Requirements pertaining to health, industrial hygiene, hazardous waste or the environmental conditions in, on, under, from or about the Premises or any part thereof, including, without limitation, the laws listed in the definition of Hazardous Substances below, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

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Section 18.12 “Hazardous Substance” and “Hazardous Substances” shall mean, respectively, any one or more element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as a “hazardous substance”, “hazardous waste”, “hazardous material”, “toxic substance” or “toxic material” under any Legal Requirement, including, without limitation, the following: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. § 9601 et. seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et. seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et. seq.); (vi) the Toxic Substances Control Act (15 U.S.C. § 2601 et. seq.); (v) the Clean Water Act (33 U.S.C. § 1251 et. seq.); (vi) the Clean Air Act (42 U.S.C. § 7401 et. seq.) ; (vii) the Safe Drinking Water Act (21 U.S.C. § 349; 42 U.S.C. § 201 and § 300f et. seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. § 3421); (ix) the Fungicide and Rodenticide Act; (x) Endangered Species Act; (xi) Federal Insecticide Act; (xii) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (xiii) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. § 1101 et. seq.).

Section 18.13 All representations, warranties, covenants and indemnities of Tenant in this Article XVIII shall continue to be binding upon Tenant, and its successors and assigns, after the expiration or earlier termination of this Lease for a period of two years (except that any claims brought prior to the expiration of such period shall survive until resolved).

Section 18.14 Notwithstanding the foregoing provisions of this Article XVIII, the obligations of Landlord contained in the Mortgage Loan Documents with regard to environmental matters shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provisions in this Article XVIII.

ARTICLE XIX

FINANCIAL AND REGULATORY REPORTING COVENANTS

Section 19.1 (a) Tenant acknowledges that Landlord and, to the extent set forth in the Mortgagee Loan Documents, Mortgagee (at its cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Tenant or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Landlord or Mortgagee shall desire.

(b) Tenant shall deliver to Landlord the annual and quarterly financial statements and other reports and information required to be delivered by Landlord to Mortgagee pursuant to Section 5.1.11 of the Mortgage Loan Agreement, in each case in the form and within the time periods specified therein. Tenant hereby consents to Landlord’s delivery of such statements, reports and information to Mortgagee pursuant to the Mortgage Loan Agreement and to the mezzanine lenders under the Mezzanine Loan Documents. Tenant acknowledges that although Tenant is not a party to the Mortgage Loan Documents or Mezzanine Loan Documents, the Mortgagee and mezzanine lenders have a legitimate interest in receiving and reviewing such statements, reports and information.

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(c) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Tenant shall submit to Landlord and Mortgagee an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Mortgagee.

(d) Any reports, statements or other information required to be delivered under this Lease shall be delivered (i) in paper form or (ii) if requested by Landlord and within the capabilities of Tenant’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word, Access or Excel for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Tenant agrees that each Lender may disclose information regarding the Premises (and the use and operation thereof) as provided to Mortgagee pursuant to this Section in connection with the securitization or syndication to such parties requesting such information in connection therewith.

Section 19.2 Notwithstanding the foregoing provisions of this Article XIX, all provisions contained in the Loan Documents with regard financial and other covenants with respect to Tenant, the Premises and the use and operation thereof shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provisions in this Article XIX.

ARTICLE XX

OPERATIONS

Section 20.1 Tenant shall operate the Premises in a manner that is substantially consistent with its current operation. Landlord is merely the owner of the real property which is the subject of this Lease and shall have no liability in connection with the operation of the Premises or the provision of gaming services from or at or near the Premises.

Section 20.2 For purposes of satisfying the requirements of any Loan Documents or any refinancing, sale or appraisal process, Landlord and Mortgagee shall have the right (but not the obligation) to conduct such inspections, audits, visitations and quality control reviews, of the Premises and services provided by Tenant from or at the Premises as Landlord and Mortgagee may reasonably desire, and for such purposes Tenant shall provide to Landlord and its representatives, and Mortgagee and its representatives, access to Tenant’s books and records relating to the Premises and the use and operation thereof and services during normal business hours upon reasonable notice. No such inspection, audit, visitation or quality control review conducted by Landlord or its representatives or Mortgagee or its representatives or any report resulting therefrom shall modify or reduce in any way Tenant’s obligations under this Lease or as the exclusive operator, licensee and provider of the Premises.

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Section 20.3 Landlord and Tenant shall be independent contractors and nothing in this Lease shall be construed as creating a partnership, joint venture, employment, agency, license or franchise relationship. Tenant shall not have any authority to create any obligation binding upon Landlord.

Section 20.4 All employees, contractors, consultants, professionals and providers relating to the Premises and the use and operation thereof, and relating to hotel services provided from or at the Premises, shall (as between Tenant and Landlord) be deemed to be employees or contractors of Tenant and not of Landlord.

Section 20.5 Tenant shall have exclusive responsibility for all of the on-site employees, contractors and consultants of or working in connection with the Premises and the use and operation thereof, and shall indemnify each of the Indemnified Parties for all Claims by such employees, contractors and consultants which may be hired or retained by Tenant, in each case during the Term.

Section 20.6 [Intentionally Omitted.]

Section 20.7 Other than pursuant to Section 4.2, Tenant shall not enter into any transaction other than in the ordinary course of its business and in material compliance with Legal Requirements and on terms not materially less favorable to Tenant than those it would obtain in a comparable arms length transaction with a Person or entity not an Affiliate.

Section 20.8 Other than pursuant to Section 4.2, Tenant shall not, without Landlord and Mortgagee’s prior written consent, assign or transfer, or delegate any responsibilities with respect to any Operating Permit, except (in connection with such delegation) in a manner that would not have a Material Adverse Effect.

Section 20.9 [Intentionally Omitted.]

Section 20.10 Tenant shall cause the Premises to be operated, in all material respects, in accordance with all applicable Legal Requirements, including all Operating Permits.

Section 20.11 [Intentionally Omitted.]

Section 20.12 (a) Tenant shall deliver to Landlord and Mortgagee such evidence of compliance with Legal Requirements as any such party may reasonably request. Tenant shall immediately deliver to Landlord and Mortgagee any material notice of non-compliance or violation of any Legal Requirement that might have a Material Adverse Effect. Tenant shall immediately notify Landlord and Mortgagee if it believes that any material license is in imminent danger of being revoked or suspended, or that any material action is pending, being considered or being, or could be, taken to revoke or suspend Tenant’s material licenses, or to fine, penalize or impose remedies upon Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Tenant, in each case if same could reasonably be expected to have a Material Adverse Effect. Tenant shall immediately deliver to Landlord and Mortgagee any notice received by Tenant alleging or relating to the non-compliance by Tenant with any material Legal Requirements if same is reasonably likely to result in a Material Adverse Effect.

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(b) Tenant shall furnish to Landlord and Mortgagee, promptly after receipt thereof, notices regarding or correspondence or materials filed in connection with any actions, suits, and proceedings before any Governmental Authority or arbitrator that would be reasonably expected to have a material adverse effect on Tenant or the Premises.

(c) [Intentionally Omitted.]

(d) Tenant shall provide Landlord and Mortgagee reasonable notice of any and all material settlement discussions and/or negotiations between representatives of Tenant and any Governmental Authority, including without limitation, negotiations with respect to any material Claim, settlement agreement, consent order or corporate integrity agreement between Tenant and/or its Affiliates and any Governmental Authority (“Settlement Discussions”). In connection with material Settlement Discussions, (i) Tenant shall timely provide Landlord and Mortgagee with copies of any and all documents that Tenant intends to submit, or that Tenant receives, in connection with any Settlement Discussions, and (ii) Tenant shall advise Landlord and Mortgagee as to the status of such Settlement Discussions.

(e) No receipts of any such notice under this Section shall impose any obligation on Landlord or Mortgagee to take any action or to enforce its rights hereunder or otherwise remedy the circumstances leading to such notice.

Section 20.13 Subject in each case to Force Majeure, Tenant shall cause the Hotel Components to be at all times open for business as a hotel, except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Lease with respect to the performance of any such alterations or repairs). Tenant shall cause the Premises to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to this Lease and all applicable material Legal Requirements.

Section 20.14 If Landlord shall be in default under this Lease, then (subject to any applicable Legal Requirements) Mortgagee shall have the right (but not the obligation), to cause the default or defaults under this Lease to be remedied and otherwise exercise any and all rights of Landlord under this Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Mortgagee’s interest under the Mortgage Loan Documents, and Mortgagee shall have the right to enter all or any portion of the affected Premises at such times and in such manner as Mortgagee deems necessary, to prevent or to cure any such default. The actions or payments of Mortgagee to cure any default by Landlord under this Lease shall not remove or waive, as between Landlord and Mortgagee, any default that may occur or occurred under the Mortgage Loan Documents by virtue of such default by Landlord under this Lease.

Section 20.15 Tenant shall notify Mortgagee promptly in writing of (i) the occurrence, to Tenant’s knowledge, of any material default by any party to this Lease, (ii) the occurrence, to Tenant’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under this Lease, and (iii) the receipt by Tenant of any notice (written or otherwise) from any party under this Lease noting or claiming the occurrence of any default by Tenant under this Lease.

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Section 20.16 Tenant shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Mortgagee such instruments as may reasonably be required to permit Mortgagee to cure any default under this Lease or permit Mortgagee to take such other action required to enable Mortgagee to cure or remedy the matter in default and preserve the security interest of Mortgagee under the Mortgage Loan Documents with respect to the Premises.

Section 20.17 Tenant possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, health and safety licenses of all Governmental Authorities which are material to the conduct of its business and the use, occupation and operation of the Premises (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any one Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Tenant’s business); Tenant and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any restriction thereon.

Section 20.18 [Intentionally Omitted.]

Section 20.19 [Intentionally Omitted.]

Section 20.20 [Intentionally Omitted.]

Section 20.21 Tenant is not a party to or otherwise bound by any agreements with Persons or organizations, which deviate in any material adverse respect from, or which conflict with, any Legal Requirements. All records of Tenant at the Premises are true, complete, and correct in all material respects.

Section 20.22 (i) Tenant has not pledged any of its receivables as collateral security for a loan or other Indebtedness and (ii) Tenant has no Indebtedness other than Permitted Indebtedness. Tenant will incur no Indebtedness other than Permitted Indebtedness.

Section 20.23 Except as has been disclosed to Landlord and Mortgagee, Tenant is not a party to any collective bargaining agreement or other labor contract applicable to Persons employed by it at the Premises and there are no threatened or pending labor disputes at or relating to the Premises.

Section 20.24 Tenant owns and possesses or licenses (as the case may be) all Intellectual Property as Tenant considers necessary for the conduct of its businesses as now conducted without, individually or in the aggregate, any infringement upon rights of other Persons, in each case except as could not reasonably be expected to (i) materially and adversely affect the value of the Premises, (ii) impair the use and operation of the Premises or (iii) impair Tenant’s or Lease Guarantor’s ability to pay its and their obligations (under this Lease, the Operating Lease Guaranty and otherwise) in a timely manner. All of the above-described property is either leased or licensed from Landlord or is described in the exclusions contained in clauses (vii) and (viii) of Section 2.6(a) hereof.

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Section 20.25 The Premises and the use thereof complies in all material respects with all material Legal Requirements including, without limitation, local, state, and federal building codes, fire codes, and other similar regulatory requirements.

Section 20.26 Any existing material agreement relating to the management or operation of the Premises is in full force and effect and is not in default by Tenant or, to Tenant’s actual knowledge, any other party thereto.

Section 20.27 The parties acknowledge that Tenant and Tenant’s Affiliates, which are experienced operators of gaming and casino facilities similar to the operations conducted at the Premises, have conducted all of their own due diligence, examination and inspection regarding the Premises (and the use thereof) and are entirely familiar with all business, financial, liability, physical premises, operational and regulatory aspects, and every other matter or thing affecting or related to the gaming business operated at the Premises, and that Tenant is leasing the same in its “As Is” condition. Landlord has not made and does not make any representations or warranties whatsoever with respect to the gaming business conducted at and from the Premises or otherwise with respect to this Lease, express or implied, and Tenant is not relying on Landlord or its Affiliates in connection with any decision to enter into this Lease. Tenant assumes all risks resulting from any defects (patent or latent) in the Premises or from any failure of the same to comply with any Legal Requirement with respect to the Premises or the uses or purposes for which the same may be occupied.

Section 20.28 Notwithstanding the foregoing provisions of this Article XX, all Mortgage Loan Documents imposing on Landlord or Tenant obligations with respect to the use, management, operation of or reporting requirements with respect to the Premises or the other matters covered by this Article XX (including, without limitation, all of the covenants set forth in Section 5.1.22 of the Mortgage Loan Agreement) shall be deemed to be obligations of Tenant, to be performed by Tenant (as if each reference to Borrower made in such provisions were a reference to Tenant), and shall take precedence over and be in lieu of any inconsistent provisions in this Article XX.

ARTICLE XXI

MISCELLANEOUS PROVISIONS

Section 21.1 IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE EXCLUDING ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE.

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Section 21.2 With the prior written consent of Landlord, which will not be unreasonably withheld or delayed, Tenant may place one or more signs on the Premises to indicate the nature of the business of Tenant and such parties. Any sign shall be lawful under Legal Requirements. Landlord hereby approves the signage currently placed on the Premises.

Section 21.3 (a) The term “Landlord” as used herein shall mean only the owner or the mortgagee in possession for the time being of the Premises, so that in the event of any sale, transfer or conveyance of the Premises Landlord shall be and hereby is entirely freed and relieved of all agreements, covenants and obligations of Landlord thereafter accruing hereunder and it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser, transferee or grantee at any such sale, transfer conveyance that such purchaser, transferee or grantee has assumed and agreed to carry out any and all agreements, covenants and obligations of Landlord hereunder.

(b) The term “Tenant” as used herein shall mean the tenant named herein, and from and after any valid and approved Transfer in whole of said Tenant’s interest under this Lease pursuant to the provisions of Article IX, shall mean only the assignee or transferee thereof; but the foregoing shall not release the assignor or transferor from liability under this Lease.

(c) The words “enter”, “re-enter”, “entry” and “re-entry” as used in this Lease shall not be restricted to their technical legal meaning.

(d) The use herein of the neuter pronoun in any reference to Landlord or Tenant shall be deemed to include any individual Landlord or Tenant, and the use herein of the words “successor and assigns” or “successors or assigns” of Landlord, Tenant or Lender shall be deemed to include the heirs, executors, administrators, representatives and assigns of any individual Landlord, Tenant or Lender.

Section 21.4 The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

Section 21.5 Tenant hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Mortgage Loan Documents with respect to Tenant or Lease Guarantor, including those set forth in Article IV, as if the same were set forth fully herein as the representations and warranties made by Tenant herein.

Section 21.6 (a) This Lease contains the entire agreement between the parties and may not be extended, renewed, restated, terminated or otherwise modified in any material manner except by an instrument in writing executed by the party against whom enforcement of any such modification is sought and with the prior written consent of any Mortgagee pursuant to the Mortgage or any other Mortgage Loan Document. Any such modification shall not be effective until it is consented to in writing by the Mortgagee. All prior understandings and agreements between the parties and all prior working drafts of this Lease are merged in this Lease, which alone expresses the agreement of the parties. The parties agree that no inferences shall be drawn from matters deleted from any working drafts of this Lease.

(b) Tenant agrees that Tenant will not, without the prior written consent of Landlord and Mortgagee (which, in the case of non-material amendments, modifications or supplements, shall not be unreasonably withheld or delayed), (i) amend, restate, supplement or

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modify this Lease including changing, modifying or deferring any rental payments, or modifying the definition of the Term or the Premises contained in this Lease, (ii) terminate, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord to do so, or (iii) pay any installment of Base Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

(c) Any modification of this Lease in violation of this Section 21.6 shall be void ab initio.

Section 21.7 The agreements, terms, covenants and conditions herein shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives and, except as is otherwise provided herein, their permitted successors and permitted assigns. The agreements, terms, covenants and conditions herein shall inure to the benefit of each Lender, its successors, participants and assigns.

Section 21.8 Notice whenever provided for herein shall be in writing and shall be given either by personal delivery, overnight express mail or by certified or registered mail, return receipt requested, addressed as follows:

If to Landlord:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer
	Facsimile No. (702) 407-6081
With a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel
	Facsimile No. (702) 407-6418 and
	O’Melveny & Myers LLP Times Square Tower
	7 Times Square New York, New York 10036 Attention: Greg Ezring, Esq.
	Facsimile No. (212) 326-2061 and
	Cadwalader, Wickersham & Taft LLP One World Financial Center
	New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

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If to Tenant:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer
	Facsimile No. (702) 407-6081
With a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel
	Facsimile No. (702) 407-6418 and
	O’Melveny & Myers LLP Times Square Tower
	7 Times Square New York, New York 10036 Attention: Greg Ezring, Esq.
	Facsimile No. (212) 326-2061 and
	Cadwalader, Wickersham & Taft LLP One World Financial Center
	New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Mortgagee:	Bank of America, N.A., as collateral agent for the Lenders Capital Markets Servicing Group 900 West Trade Street, Suite 650
	Charlotte, North Carolina 28255 Attention: Servicing Manager
	Facsimile No.: (704) 317-0781
With a copy to:	Bryan Cave LLP
	One Wachovia Center
	301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq.
	Facsimile No.: (704) 749-9343 and

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Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: William P. McInerney, Esq.

Facsimile No. (212) 504-6666

or to such other or additional Persons or at such other addresses as may be designated from time to time by written notice from either party to the other (or from Mortgagee to Landlord and Tenant). Notices shall be deemed given (i) when delivered personally if delivered on a Business Day (or if the same is not a Business Day, then the next Business Day after delivery), (ii) three (3) Business Days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested or (iii) if delivery is made by Federal Express or a similar, nationally recognized overnight courier service for 9:00 a.m. delivery, then on the date of delivery (or if the same is not a Business Day, then the next Business Day after delivery), if properly sent and addressed in accordance with the terms of this Section 21.8. The foregoing provisions of this Section 21.8 are subject to the provisions of Section 10.2.

Section 21.9 If any provision of this Lease shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not be affected thereby and each and every provision of this Lease shall be enforceable to the fullest extent permitted by applicable law.

Section 21.10 Landlord and Tenant each represent and warrant to the other party that such party has not dealt with any real estate broker in connection with this Lease and Landlord and Tenant agree to indemnify the other party and save the other party harmless from any and all claims for brokerage commissions by any other Person, firm, corporation or other entity claiming through such party to have brought about this Lease transaction. The provisions of this Section 21.10 shall survive the expiration or earlier termination of this Lease.

Section 21.11 Tenant is and shall be in exclusive control and possession of the Premises (except as expressly permitted hereunder) and Tenant shall operate the Premises for their intended purposes at Tenant’s sole and absolute discretion without control, interference or direction from Landlord or agents of Landlord (except as expressly set forth to the contrary in this Lease), and Landlord shall not, in any event whatsoever, be liable for any injury or damage to any property or to any Person happening in, on or about the Premises, nor for any injury or damage to any property of Tenant, or of any other Person or Persons contained therein unless the same is caused by Landlord’s gross negligence or willful misconduct. The provisions hereof, including without limitation Article XVII, permitting Landlord to enter and inspect the Premises are made for the purpose of enabling Landlord to be informed as to whether Tenant is complying with the agreements, terms, covenants and conditions hereof, and if Landlord so desires, to do such acts as Tenant shall fail to do. Tenant agrees to look solely to Landlord’s interests in the Premises for recovery of any judgment from Landlord and in no event shall Landlord (or its partners, shareholders, members, managers, officers, directors or Affiliates) ever be personally liable for any such judgment.

Section 21.12 [Reserved].

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Section 21.13 The parties took equal part in drafting this Lease and no rule of construction that would cause any of the terms hereof to be construed against the drafter shall be applicable to the interpretation of this Lease.

Section 21.14 Time is strictly of the essence with respect to each and every term and provision of this Lease.

Section 21.15 Except for the provisions of Article VII, the time within which either party hereto shall be required to perform any act under this Lease, other than the payment of money, shall be extended by a period of time equal to the number of days during which performance of such act is delayed by strikes, lockouts, acts of God, governmental restrictions, failure or inability to secure materials or labor by reason of priority or similar regulation or order of any Governmental Authority, enemy action, civil disturbance or any other cause beyond the reasonable control of either party hereto (“Force Majeure”). Insolvency or financial condition shall not be a Force Majeure event.

Section 21.16 [Intentionally Omitted.]

Section 21.17 Landlord and Tenant each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive, any claim or defense which asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease for all purposes hereunder. Landlord and Tenant each stipulate and agree not to challenge the validity, enforceability or characterization of this Lease of the Premises as a true lease and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Landlord or Tenant each shall support the intent of the parties that this Lease of the Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs.

Section 21.18 Tenant acknowledges and agrees that Tenant’s obligations to pay rent hereunder, and the rights of Landlord in and to such Operating Lease Rent, shall be absolute, unconditional and irrevocable. Except as expressly provided for in this Lease, Tenant shall not have any right to terminate this Lease or to be released, relieved, or discharged from any obligations or liabilities hereunder (including, without limitation, the payment of Operating Lease Rent) or entitled to any abatement, suspension, determent, reduction, setoff, counterclaim or defense for any reason whatsoever, including, without limitation, any of the following reasons:

(a) Any defect in, damage to, or destruction of, the Premises or any portion thereof;

(b) Any condemnation, confiscation, requisition, or other taking or sale of the possession, use, occupancy, or title to the Premises or any portion thereof;

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(c) Any limitation, restriction, deprivation, or prevention of, or any interference with, the use, occupancy, or possession of the Premises or any portion thereof;

(d) Any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim that Tenant may have against Landlord, any vendor or manufacturer of or contractor or subcontractor for the Premises or any part of any thereof, or any other person for any reason whatsoever;

(e) The inadequacy, incorrectness, or failure of the description of the Premises or any portion thereof;

(f) Any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or other proceeding affecting Landlord, any assignee of Landlord, or Tenant or any action with respect to this Lease which may be taken by any receiver, trustee, or liquidator (or other similar official), or by any court;

(g) Force Majeure;

(h) Any title defect, lien or matter affecting title to the Premises or eviction by paramount title or otherwise; or

(i) Any default by Landlord under this Lease or the impossibility or illegality of performance by Landlord, Tenant or both.

Tenant hereby waives, to the extent permitted by applicable law, any and all rights that it may now have or that at any time hereafter may be conferred upon it, by applicable law or otherwise, to modify, terminate, cancel, quit or surrender this Lease or to effect or claim any diminution or reduction of Operating Lease Rent payable by Tenant hereunder, except in accordance with the express terms hereof. Tenant agrees that, if for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise (except as expressly permitted under this Lease), then Tenant shall pay, to the maximum extent permitted by applicable law, to Landlord or any other Person entitled thereto, an amount equal to each installment of Operating Lease Rent at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Each payment of Operating Lease Rent made by Tenant hereunder shall be final and Tenant shall not seek or have any right to recover all or any part of such payment from Landlord or any Person for any reason whatsoever. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Operating Lease Rent or other sums payable by Tenant hereunder shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been abated, reduced or terminated pursuant to an express provision of this Lease.

Section 21.19 Officer’s Certificate. On the execution of this Lease, Tenant has delivered an Officer’s Certificate as to the corporate/LLC execution, delivery and authorization of this Lease, good standing of Tenant and incumbency of Persons signing this Lease.

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Section 21.20 Governing Law/Consent to Jurisdiction/Venue. Irrespective of the place of execution and/or delivery of this Lease or the location of the Premises, this Lease shall be governed by and shall be construed in accordance with, the Legal Requirements of the State of New York applicable to agreements entered into and to be performed entirely within New York without regards to conflicts of law principles, provided, however, that if, notwithstanding such agreement as to the application of the governing law of the State of New York by the parties, Legal Requirements in the jurisdiction where the Premises are located require local law to govern particular claims under this Lease, then to the extent of such requirement, such local law shall govern. Landlord and Tenant hereby consent and submit to the exclusive jurisdiction of the state and Federal courts located in New York with respect to any claim or litigation arising hereunder or any alleged breach of the covenants or provisions contained herein, and acknowledge that proper venue in any matter so claimed or litigated shall be in the state and Federal courts located in New York; provided, however, that (1) Landlord shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the Premises are located, to bring any action against Tenant and/or to enforce this Lease in the jurisdiction where the Premises are located and (2) Tenant shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the Premises are located to bring any action against Landlord and/or to enforce this Lease in the jurisdiction where the Premises are located.

Section 21.21 In the event that a claim or adjudication is made that Landlord or any Lender or any of their respective agents has acted unreasonably or unreasonably delayed acting in any case where by law or under this Lease, Landlord, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Tenant agrees that none of Landlord, Lender and such agents shall be liable for any monetary damages, and Tenant’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Landlord or a Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 21.22 The parties hereto hereby agree, confirm and acknowledge that neither this Lease, nor a memorandum of this Lease, may be recorded (or will be recorded) in the property or other records.

Section 21.23 The parties hereto hereby agree that the Original Lease is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Lease shall replace the terms and conditions of the Original Lease.

[SIGNATURES FOLLOW]

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The parties hereto have executed this Amended and Restated Operating Lease as of the day and year first above set forth.

Landlord:	[                ], a Delaware limited liability company
	By:
		Name: Title:
Tenant:	[                ], a [                ]
	By:
		Name: Title:

SCHEDULE A-1

PREMISES

Schedule A-1

SCHEDULE B

OTHER OPERATING LEASES

[Casino Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

2. Amended and Restated Operating Lease, dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

3. Amended and Restated Operating Lease, dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC

4. Amended and Restated Operating Lease, dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC

5. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

Hotel Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

2. Amended and Restated Operating Lease, dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

3. Amended and Restated Operating Lease, dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC

4. Amended and Restated Operating Lease, dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC

5. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.]

Combined Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC

Schedule B-1

EXHIBIT A

CASINO/HOTEL COMPONENTS FLOOR PLANS

Exhibit A-1

EX-10.14

Exhibit 10.14

AMENDED AND RESTATED OPERATING LEASE

BETWEEN

[PROPCO]

as Landlord

AND

[OPCO]

as Tenant

Dated: as of August 31, 2010

Premises:	The [Casino Components], together with the related Fixtures, such FF&E as is owned by the Landlord and the Leased Personal Property (each capitalized term as defined herein)
Facility Name:	[            ]
Street Address:	[            ]
Town:	[            ]
County:	[            ]
State:	[            ]
Zip Code:	[            ]

TABLE OF CONTENTS

		Page
ARTICLE A CERTAIN LEASE PROVISIONS		1
ARTICLE B CERTAIN DEFINITIONS; PRINCIPLES OF CONSTRUCTION		2
ARTICLE I	PREMISES AND TERM	17
ARTICLE II	BASE RENT; SUPPLEMENTARY RENT; COLLECTION BANK ACCOUNT AND DEPOSITS	18
ARTICLE III	IMPOSITIONS	27
ARTICLE IV	USE AND OPERATION OF PREMISES; DELEGATION TO MANAGER; MANAGEMENT AGREEMENT; TRANSITION SERVICES; MANAGEMENT	30
ARTICLE V	CONDITION OF PREMISES, ALTERATIONS AND REPAIRS	31
ARTICLE VI	INSURANCE	33
ARTICLE VII	DAMAGE OR DESTRUCTION	34
ARTICLE VIII	CONDEMNATION	37
ARTICLE IX	ASSIGNMENT AND SUBLETTING	39
ARTICLE X	SUBORDINATION	44
ARTICLE XI	OBLIGATIONS OF TENANT	48
ARTICLE XII	DEFAULT BY TENANT; REMEDIES	52
ARTICLE XIII	NO WAIVER	60
ARTICLE XIV	ESTOPPEL CERTIFICATE; CONSENT	60
ARTICLE XV	QUIET ENJOYMENT	61
ARTICLE XVI	SURRENDER	61
ARTICLE XVII	ACCESS	63
ARTICLE XVIII	ENVIRONMENTAL MATTERS	63
ARTICLE XIX	FINANCIAL AND REGULATORY REPORTING COVENANTS	67
ARTICLE XX	LICENSED CASINO OPERATIONS	68
ARTICLE XXI	MISCELLANEOUS PROVISIONS	74
SCHEDULE “A”	PREMISES	Sch. A-1
SCHEDULE “B”	OPERATING LEASES	Sch. B-1
EXHIBIT A	CASINO/HOTEL COMPONENTS FLOOR PLANS	Ex. A-1

i

AMENDED AND RESTATED OPERATING LEASE

THIS AMENDED AND RESTATED OPERATING LEASE is made as of the 31^st day of August, 2010 (as the same may be amended, modified and/or restated from time to time in accordance with the terms and conditions hereof, this “Lease”), between [PROPCO], a Delaware limited liability company, having an office for the conduct of business at [            ] (subject to Section 21.3(a) and Section 21.7, “Landlord”), and [OPCO], a [            ] (subject to Section 21.3(b) and Section 21.7, “Tenant”) having an office for the conduct of business at [            ].

[WHEREAS, Landlord and Tenant entered into that certain Operating Lease (Casino Components), dated as of January 28, 2008 (the “Original Lease”);

WHEREAS, the Original Lease was amended pursuant to that certain First Amendment to Operating Lease dated as of May 22, 2008 (the “First Amendment;” the Original Lease as modified by the First Amendment, the “Amended Lease”); and

WHEREAS, Landlord and Tenant now wish to further amend and restate the Amended Lease as set forth herein.]

W I T N E S S E T H:

The parties hereto, for themselves, and their administrators, legal representatives, successors and permitted assigns, hereby covenant as follows:

ARTICLE A

CERTAIN LEASE PROVISIONS

1.	Address for the Premises:	As set forth on Schedule A hereto.
2.	(a)    “Term”:	A term which is fifteen (15) years, beginning on the Commencement Date (as defined below) and ending on the Expiration Date (as defined below) (the “Term”).
	(b)    “Commencement Date”:	The date of the Original Lease.
	(c)    “Expiration Date”:	January 31, 2023, or such earlier date on which this Lease shall terminate or be terminated pursuant to the terms hereof.
3.	“Base Rent” for the Premises:	(a) For the first Lease Year (as defined below), $[_____] per annum, payable in advance in equal

		consecutive installments of $[_____] on the [_____] Business Day of each month (the “Initial Annual Rent”), which amounts represent the full Initial Annual Rent and monthly installments thereof for the first Lease Year;
		(b) For the second Lease Year, an amount per annum equal to the Initial Annual Rent multiplied by the Escalation Percentage (as defined below), payable in advance in equal consecutive installments on the [_____] Business Day of each month;
		(c) For the third and each Lease Year thereafter during the Term, an amount per annum equal to the Base Rent for the immediately prior Lease Year multiplied by the Escalation Percentage, payable in advance in equal consecutive installments on the [_____] Business Day of each month (the final Lease Year, if less than a full year, to be prorated); and
		(d) The “Escalation Percentage” during the Term shall be one hundred and three percent (103%) per annum.
		Notwithstanding the foregoing, payments of Base Rent in any month shall be made net of payments of Management Fees (as defined below) in respect of such month as and to the extent provided in Article II.
4.	Use of Premises:	The operation of the Premises (as defined herein) as a casino, and uses normally incident thereto.
5.	Address for Notice:	As set forth in Section 21.8

ARTICLE B

CERTAIN DEFINITIONS; PRINCIPLES OF CONSTRUCTION

As used in this Lease, the following terms have the following meanings or are defined in the section of this Lease so indicated:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with, such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term

2

“control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through having ordinary voting power to elect a majority of the board of directors (or similar governing body) of such Person, by contract, or otherwise.

“Alterations” is defined in Section 5.4.

“Alternate Manager” shall have the meaning set forth in the Management Agreement.

“Alternate Management Agreement” means a management agreement with an Alternate Manager.

“Bankruptcy Code” means the provisions of 11 U.S.C. Section 101 et seq., as amended from time to time, or any other present or future Legal Requirement respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

“Base Rent” is defined in Article A, Section 3.

“Building” and “Buildings” respectively mean any one or more of the buildings and the other improvements now or hereafter erected on the Land, including, without limitation, the related Fixtures.

“Business Day” and “Business Days” shall mean any day other than a Saturday, Sunday or any other day on which national banks based in New York, New York or [            ] are not open for business.

“Cash Management Account” shall mean a separate and identifiable account to be held by for the benefit of Mortgagee, which shall be under the sole dominion and control of Mortgagee, as specified by Mortgagee to Tenant from time to time.

[“Casino Components” shall mean, collectively, those portions of the Land and Building devoted to the operation of casino gaming operations, including (without limitation) those areas devoted to the conduct of games of chance, facilities associated directly with gaming operations, including, without limitation, casino support areas such as surveillance and security areas, cash cages, counting and accounting areas and gaming back-of-the-house areas, in each case, to the extent the operation thereof requires a Gaming License under applicable Gaming Laws, as represented by the marked areas of the floor plans, attached hereto as Exhibit A.]

“Change in Control” shall have the meaning given such term in the Mortgage Loan Agreement.

“Claims” is defined in Section 11.3.

3

“Closing Date” and “Closing” is defined as the “Original Closing Date” or the “Swap Closing Date”, as applicable, under the Loan Documents.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Collateral” is defined in Section 2.6.

“Collateral Agent” means Bank of America, N.A., a bank chartered under the laws of the United States of America, as collateral agent for the Lender, together with any successors, assigns or replacements in accordance with the applicable Loan Documents.

“Collection Account” shall mean, individually or collectively as the context indicates, (a) those certain segregated accounts to be established by Tenant with Collection Bank into which Tenant shall cause all credit card receipts and all Revenues to be deposited pursuant to the terms hereof, and (b) subject to Landlord’s and Mortgagee’s prior reasonable approval, such replacement collection account or accounts established by Tenant at any successor Collection Bank.

“Collection Account Agreement” shall mean those certain account control agreements required under the Mortgage Loan Agreement to be entered into among Mortgagee, Landlord, the Affiliates of Landlord that are landlords under the Other Operating Leases, Tenant, the Affiliates of Tenant that are tenants under the Other Operating Leases, and Collection Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collection Bank” shall mean those Persons that are parties to the Collection Account Agreement from time to time, which Persons must meet the requirements for a Collection Bank set forth in the Mortgage Loan Agreement.

“Commencement Date” is set forth in Article A, Section 2(b).

“Customer Data” shall mean all retained data to the extent arising out of customers’ use of the [casino] at the Premises [including, without limitation, gambler history data]. For clarity, “Customer Data” excludes any data to the extent arising out of customers’ use of other facilities owned by the Tenant’s Affiliates.

“Default” means the occurrence of an event or condition which with notice or lapse of time or both would become an Event of Default.

“Default Rate” shall mean a rate per annum equal to two percent above the per annum weighted average interest rate of the Loans from time to time, which as of the date hereof is the sum of five percent (5%) plus LIBOR (as defined in and determined under the Mortgage Loan Documents), but in no event in excess of the amount that may be legally charged and collected by Landlord from Tenant.

“Diligence Activities” shall have the meaning set forth in the Management Agreement.

4

“Ending Date” is defined in Section 8.2.

“Environmental Law” and “Environmental Laws” are defined in Section 18.11.

“Equipment” shall mean, with respect to the [Casino Components], any equipment now or hereafter used at or in connection with the [Casino Components] or is located thereon or therein (excluding all Gaming Equipment), including all machinery, equipment, furnishings, and electronic data-processing and other office equipment and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any corresponding or succeeding provisions of applicable law, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

“Event of Default” is defined in Section 12.1.

“Expiration Date” is defined in Article A, Section 2(c).

“FF&E” shall mean, collectively, all furniture, fixtures, goods, inventory, Equipment, furnishings, objects of art, machinery, appliances, appurtenances and signage (as such terms are defined in the Uniform Commercial Code, as applicable) together with tools and supplies (including, but not limited to, all spare parts inventories and linen, china, glassware, tableware, uniforms, other inventory and similar items) and all other similar property now or hereafter located at the [Casino Components] or usable in connection with the present or future operation and occupancy of the [Casino Components] “FF&E” shall include, without limitation: beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, silverware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, fittings, plants, heating fixtures, lighting fixtures, plumbing fixtures, fire prevention extinguishing and all other apparatuses, stoves, ranges, refrigerators, laundry machines, machinery, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, electrical signs, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers, all gaming and financial equipment, computer equipment, calculators, adding machines, gaming tables, any other electronic equipment of every nature, and other hotel or casino furniture, furnishings and equipment. Notwithstanding the foregoing, FF&E shall not include any (i) Gaming Equipment, (ii) Fixtures or (iii) items owned by tenants (other than Tenant) or by third party operators (other than Tenant).

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“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of this Lease.

“Fixtures” shall mean all Equipment now owned, or the ownership of which is hereafter acquired, which is so related to the Land and the Buildings included in the Casino Components that it is deemed fixtures or real property under applicable Legal Requirements, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration, decoration or repair of or installation on the applicable Building, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Buildings or the Land (other than the portion thereof included in the Hotel Components), including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Landlord’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions or any of the foregoing and the proceeds thereof.

“Force Majeure” is defined in Section 21.15.

“GAAP” means generally accepted accounting principles, applied on a “consistent basis”, as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question.

“Gaming Authorities” shall mean, in any jurisdiction in which Landlord, Tenant or any of its or their subsidiaries manages or conducts any casino, or gaming business or activities, the applicable gaming board, commission or other Governmental Authority which (a) has, or may at any time after the Closing Date have, jurisdiction over the gaming activities at the Premises or any successor to such authority or (b) is, or may at any time after the Closing Date be, responsible for interpreting, administering and enforcing the Gaming Laws.

“Gaming Equipment” shall mean any and all gaming devices [(in Nevada, as defined in Nevada Revised Statutes Chapter 463)], gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines [(in Nevada, as defined in Nevada Revised Statutes Chapter 463)], gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems [(in Nevada, as defined in Nevada Revised Statutes Chapter 463)], electronic betting systems, mobile gaming systems [(in Nevada, as defined in the regulations promulgated under Nevada Revised Statutes Chapter 463)] and associated equipment [(in Nevada, as defined in Nevada Revised Statutes Chapter 463)] which are located at the Premises, owned or leased by Tenant and used or useable exclusively in the present or future operation of slot machines and live games at the Premises, together with all improvements and/or additions thereto.

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“Gaming Equipment Facility Agreement” shall mean any of the Gaming Facility Agreements dated as of January 28, 2008, between Landlord and Tenant, relating to the financing of Gaming Equipment.

“Gaming Laws” or “Gaming Regulations” shall mean all applicable constitutions, treaties, laws, statutes and municipal ordinances pursuant to which any Gaming Authority possesses regulatory, licensing or permitting authority over gaming, gambling or casino or casino-related activities and all rules, rulings, orders, ordinances and regulations of any Gaming Authority applicable to the gambling, casino, gaming businesses or casino or casino-related activities of Landlord, Tenant or any of its or their subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities.

“Gaming License” shall mean, in any jurisdiction in which Landlord, Tenant or any of its or their subsidiaries conducts any casino or gaming business or activities, any license, qualification, franchise, accreditation, approval, registration, permit, finding of suitability or other authorization relating to gaming, the gaming business or the operation of a casino under the Gaming Laws or required by the Gaming Authorities or otherwise necessary for the operation of gaming, the gaming business or a resort casino.

“Gaming Liquidity Requirement” shall mean the minimum bankroll requirements for cash and cash equivalents required to be maintained by Tenant pursuant to Gaming Laws in an amount no greater than is mandated by applicable law, which requirements may be subject to (a) adjustment in an amount equal to any incremental increase or decrease in the amount of the Gaming Liquidity Requirement that is required to be maintained by Tenant under applicable Gaming Laws as a result of any increase or decrease in gaming business at the applicable [Casino Components], or (b) subject to increase or decrease due to any change in the applicable requirements under Gaming Laws generally.

“Gaming Operating Reserve” shall mean[, with respect to the Casino Components], such cash funds and reserves that are held and maintained on-site at each Premises by Tenant, in its capacity as the duly licensed operator of the [Casino Components], including (without limitation) casino chips, tokens, checks and markers; provided, however, that all such Gaming Operating Reserves (a) are solely for use in the day-to-day operation and management of the [Casino Components] in the ordinary course of business, (b) are funded and maintained in accordance with the Gaming Liquidity Requirements and (c) are in amounts customary and generally comparable for casinos comparable to the [Casino Components] in question. The Gaming Operating Reserves may exceed the minimum amounts required to be maintained on-site by Tenant as required by the Gaming Liquidity Requirements.

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, any of the foregoing having jurisdiction over the Premises (or any operations conducted thereat), Landlord or Tenant. For the avoidance of doubt, the term “Governmental Authority” shall include, and be deemed to include, all Gaming Authorities.

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“Hazardous Substance” and “Hazardous Substances” are defined in Section 18.12.

“HOC” shall mean Harrah’s Operating Company, Inc.

“Holdings” shall mean Harrah’s Entertainment, Inc., and its successors.

[“Hotel Components” shall mean, collectively, those portions of the Land and Building not devoted to the Casino Components, specifically including those portions of the Land and Building devoted to the operation of a hotel and related facilities, including (without limitation) (a) all guest rooms and suites, hotel amenities, restaurants, conference centers, meeting, banquet and other public rooms, spa, parking spaces and other facilities of the hotel portion of the Premises, and (b) any theaters/performing arts spaces, as represented by the unmarked areas of the floor plans, attached hereto as Exhibit A, but specifically excluding the Casino Components.]

“Immaterial Use” is defined in Section 18.1.

“Imposition” and “Impositions” are defined in Section 3.1.

“Indebtedness” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Party” and “Indemnified Parties” are defined in Section 11.3.

“Insurance Premiums” is defined in Section 6.2.

“Intellectual Property” shall mean any or all of the following and all worldwide rights in, arising out of, or associated therewith: (i) trademarks, service marks, certification marks, collective marks, corporate names, domain names, logos, trade dress, and all other indicia of origin or quality, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) published and unpublished works of authorship, whether copyrightable or not (including databases, lists and other compilations of information, computer software, source code, object code, user interface, and user manuals and other training documentation related thereto), and all derivative works, copyrights and applications, registrations, and renewals thereof; (iii) inventions and discoveries, whether patentable or not, and all invention disclosures, patents and applications therefor, including divisionals, continuations, and renewals thereof; and (iv) confidential information, trade secrets, and nonpublic know-how, including business methods and plans, customer and supplier information and lists.

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“IP License” shall mean, collectively or individually, as the context shall require, each IP License (Borrower to Manager and Operating Company) (collectively or individually, as the context shall require), and each IP License (IP Licensor to Manager, Operating Company, and Borrower) (collectively or individually, as the context shall require).

“IP License (Borrower to Manager and Operating Company)” shall mean, collectively or individually, as the context shall require, those certain agreements dated as of the date hereof by and between Landlord, Manager, and Tenant, pursuant to which each Landlord licenses certain Intellectual Property to Manager and Tenant, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP License (IP Licensor to Manager, Operating Company, and Borrower)” shall mean, collectively or individually, as the context shall require, those certain agreements by and between IP Licensor, Manager, Borrower and Tenant, as amended on the date hereof, and as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“IP Licensor” shall mean Harrah’s License Company, LLC, a Nevada limited liability company.

“JPM” shall mean JPMorgan Chase Bank, N.A. and its successors and assigns.

“Land” means those certain plots, parcels and pieces of real property described on Schedule A hereto.

“Landlord” is defined in the introductory paragraph to this Lease.

“Lease” is defined in the introductory paragraph hereof.

“Lease Year” is defined in Section 2.1(b).

“Leased Personal Property” means all of the food service preparation and distribution equipment, housekeeping equipment, maintenance equipment, activities equipment, computer equipment and systems, signs, telephones, telecommunications and other building systems and other equipment and personal property owned by Landlord that is necessary to physically equip and maintain, to enable Tenant to operate, the Premises and which is located in the Buildings on the Closing Date, and any and all replacements thereof, whether purchased or placed in the Buildings by Landlord or Tenant.

“Legal Requirements” shall mean, with respect to the Premises, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Premises or any part thereof (including, without limitation, all Environmental Laws and Gaming Laws), or affecting the construction, use, alteration or operation thereof, or any part thereof, whether now

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or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all Gaming Licenses and Operating Permits), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Tenant or Landlord, at any time in force affecting the Premises or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Premises or any part thereof, or (b) in any way limit the use and enjoyment thereof. Legal Requirements shall include any (x) judicial, administrative or other governmental or quasi governmental order, injunction, writ, judgment, decree, ruling, interpretation, finding or other directive, whether domestic or foreign; (y) arbitrator’s, mediator’s or referee’s decision, finding, award or recommendation; or (z) charter, rule, regulation or other organizational or governance document of any self-regulatory or governing body or organization. For the avoidance of doubt, the term “Legal Requirements” shall include, and be deemed to include, all applicable Gaming Laws and Gaming Regulations.

“Lender” shall mean either any of the holders of the Mortgage Loan and/or the holders of Mezzanine Loans, or collectively, such holders, as the context shall require.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or restriction on transfer of, on or affecting Landlord, Tenant, the Premises, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances, in each case whether arising by contract, operation of law, or otherwise.

“Loans” means (i) the Mortgage Loan and (ii) the Mezzanine Loan.

“Loan Documents” means (i) the Mortgage Loan Documents and (ii) the Mezzanine Loan Documents.

“Management Agreement” means that certain Hotel and Casino Management Agreement, dated as of the date hereof and effective as of the Effective Time (as defined therein), by and between [MANAGER], a [            ], as manager, Tenant and Landlord.

“Management Fees” means, as applicable, (i) the fees and expenses payable to Manager by Tenant pursuant to Article III of the Management Agreement and any other fees and expenses required to be paid pursuant to the Management Agreement, collectively, (ii) the fees and expenses payable to an Alternate Manager by Tenant pursuant to an Alternate Management Agreement or (iii) prior to the effectiveness of the Management Agreement or any Alternate Management Agreement, as applicable, the amount that would be payable under either the Management Agreement or Alternate Management Agreement, as applicable, had such agreement then been in effect.

“Manager” shall have the meaning set forth in the Management Agreement.

“Material Adverse Effect” shall mean any event or condition that, either singly or in the aggregate, could reasonably be expected to have or result in a material adverse effect upon (a) the business, operations, economic performance, prospects, assets or condition

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(financial or otherwise) of (i) Landlord, (ii) Guarantor (as defined in the Mortgage Loan Agreement), (iii) Tenant, (iv) this Lease or (v) the Premises; (b) the ability of Landlord or its affiliates to perform, in all material respects, their respective obligations under each of the Loan Documents to which it is a party; (c) the ability of Tenant to perform, in all material respects, its obligations under this Lease; (d) the enforceability or validity of (i) this Lease or the Other Operating Leases, or (ii) any Loan Document or the perfection or priority of any Lien created under any Loan Document; (e) the value of, or cash flow from, the Premises or the operations thereof; or (f) the material rights, interests and remedies of Mortgagee or holder of a Mezzanine Loan under any of its respective Loan Documents.

“Material Alteration” shall mean any Work with respect to all or a portion of the Premises that (i) when aggregated with all other Alterations at the Premises then being conducted involve an estimated total cost in excess of an amount equal to ten percent (10%) of the sum of the Allocated Loan Amount (as defined in the Mortgage Loan Agreement on the Original Closing Date) for the Premises and the Allocated Loan Amounts under (and as defined in each of) the Mezzanine Loan Agreements on the Original Closing Date for the Premises or (ii) when aggregated with all other Alterations at each of the Premises (as such term is defined in each of the Other Operating Leases), including the Premises, then being conducted, involve an estimated total cost in excess of an amount equal to five percent (5%) of the sum of the outstanding principal amount of the Mortgage Loan and the Mezzanine Loans on the Original Closing Date (and, as used herein, “Threshold Amount” shall mean whichever of said 5% or 10% amount shall have been exceeded, provided that if both shall have been exceeded, then the lower of such two amounts shall be the “Threshold Amount”).

“Mezzanine Loan” means, individually or collectively, as the context requires, (a) each loan made by JPM and certain co-lenders to an owner or an indirect owner of Landlord concurrently with the execution and delivery of the Original Lease and (b) any future loan made by a lender to an owner or indirect owner of Landlord and secured by a Mezzanine Pledge, and all renewals, modifications, consolidations, replacements, restatements and extensions of such loan or any such future loan. As of the date hereof, there are nine (9) loans constituting the Mezzanine Loans, and Tenant has been provided with complete sets of copies of each of the Mezzanine Loan Documents. Further, if a Mezzanine Pledge shall be foreclosed on, or the collateral pledged thereunder sold pursuant to the terms contained therein, or an assignment-in-lieu in respect of such collateral be granted, or there shall occur or be granted any other transaction, enforcement action, order or relief as a result of a default or imminent default in respect of a Mezzanine Loan, and thereafter such Mezzanine Loan shall no longer be outstanding, then for all purposes hereof, such Mezzanine Loan shall nevertheless be deemed to continue to be outstanding, and the related Mezzanine Loan Documents in full force and effect, and Landlord (in addition to its rights hereunder as Landlord) shall have the right to enforce all of the provisions hereof referring to or incorporating the terms of such Mezzanine Loan Documents, including those rights granted to the holder of such Mezzanine Loan.

“Mezzanine Loan Documents” means all documents and instruments evidencing or securing the Mezzanine Loan and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

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“Mezzanine Pledges” means the pledges and security interests granted to (a) JPM concurrently with the execution and delivery of the Original Lease, which pledge and security interests have immediately heretofore been assigned by JPM to the Lender and immediately thereafter assigned by Lender to Collateral Agent, and (b) any future holder of any pledge or series of pledges as security for any Mezzanine Loan together with all interest thereon and all other amounts payable under the Mezzanine Loan Documents, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

“Monthly Disbursements” is defined in Section 2.4(a).

“Monthly Operating Lease Rent Amount” means one twelfth (1/12) of the Operating Lease Rent due under this Lease for each Lease Year.

“Mortgage” means the mortgage or series of mortgages, or deed of trust or series of deeds of trust, granted by Landlord to or for the benefit of (a) JPM concurrently with the execution and delivery of the Original Lease, which mortgages and deeds of trust have heretofore been assigned by JPM to the Lender and immediately thereafter assigned by the Lender to Collateral Agent and amended, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof, and (b) any future holder of any mortgage or series of mortgages, or beneficiary of any deed of trust or series of deeds of trust as security for the Mortgage Loan together with all interest thereon and all other amounts payable under the Mortgage Loan Documents, and all renewals, modifications, consolidations, replacements, restatements and extensions thereof.

“Mortgage Loan” means (a) the loan made by JPM and certain co-lenders to Landlord and certain of its Affiliates concurrently with the execution and delivery of the Original Lease or (b) any future loan made by one or more lenders to Landlord (either alone or together with one or more other Persons) and secured by a Mortgage, and all renewals, modifications, consolidations, replacements, restatements and extensions of such loan or any such future loan, provided the terms of such future loan (including any reserve requirements contained therein) are not materially adverse to Tenant as compared to the terms of the loan described in clause (a) above. Further, if a Mortgage shall be foreclosed on, or the Premises sold pursuant to a power of sale contained in a Mortgage, or a deed-in-lieu in respect of the Premises be granted, or there shall occur or be granted any other transaction, enforcement action, order or relief as a result of a default or imminent default in respect of the Mortgage Loan, and thereafter no Mortgage Loan shall be outstanding, then for all purposes hereof, the Mortgage Loan shall nevertheless be deemed to continue to be outstanding, and the Mortgage Loan Documents in full force and effect, and Landlord (in addition to its rights hereunder as Landlord) shall have the right to enforce all of the provisions hereof referring to or incorporating the terms of the Mortgage Loan Documents, including those rights granted to Mortgagee.

“Mortgage Loan Agreement” means the Loan Agreement, dated as of January 28, 2008, between Landlord and certain of its Affiliates, as borrower, and JPM, as lender, as amended and restated as of May 22, 2008 and immediately heretofore assigned by JPM, as lender, to the Lender and thereafter amended and restated pursuant to that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, and as further amended, restated, supplemented or otherwise modified from time to time.

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“Mortgage Loan Documents” means all documents and instruments evidencing or securing the Mortgage Loan and all renewals, modifications, consolidations, replacements, restatements and extensions thereof, provided that if at the time in question there shall be no Mortgage Loan Documents (even after application of the terms of the last sentence of the definition of “Mortgage Loan”), then references herein to Mortgage Loan Documents shall instead be deemed to refer to the most senior Mezzanine Loan Documents. Tenant has been provided with a complete set of copies of the Mortgage Loan Documents.

“Mortgagee” means the Lender (as defined in the Mortgage Loan Agreement) or, to the extent as to any act, omission, consent, approval or right which Collateral Agent (as defined in the Mortgage Loan Agreement) is authorized to take, give, withhold or exercise on behalf of the Lender in accordance with any Mortgage Loan Document, Collateral Agent, provided that if at the time in question there shall be no Mortgage Loan (even after application of the terms of the last sentence of the definition of “Mortgage Loan”), then references herein to Mortgagee shall instead be deemed to refer to the Lender (as defined in and under the most senior Mezzanine Loan) or, to the extent as to any act, omission, consent, approval or right which Collateral Agent (as defined in and under the most senior Mezzanine Loan) is authorized to take, give, withhold or exercise on behalf of the Lender in accordance with any Mezzanine Loan Document, Collateral Agent.

[“New Jersey Casino Control Act” means the New Jersey Casino Control Act, as codified in NJSA 5:12-1 et seq., and the regulations promulgated thereunder.]

“Note Sales Agreement” means the Note Sales Agreement, dated as of the date hereof, as amended, restated, replaced, supplemented or otherwise modified from time to time, among Holdings, Tenant, and the other lenders and borrowers party thereto.

“OC Accounts” is defined in Section 2.4(c).

“Off-Shore Accounts” is defined in Section 2.4(a).

“Officer’s Certificate” shall mean a certificate delivered to Landlord or Mortgagee by Tenant which is signed by an authorized senior officer of the Tenant or the general partner or managing member of Tenant, as applicable.

“Operating Lease Guaranty” shall mean that certain Lease Guaranty Agreement, executed and delivered by Harrah’s Entertainment, Inc. (in such capacity, the “Lease Guarantor”), dated as of the date hereof, guaranteeing the payment and performance by Tenant of its obligations hereunder this Lease, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions thereof.

“Operating Lease Rent” means, collectively, all Base Rent, Supplementary Rent and Other Rent payable hereunder.

“Operating Permit” is defined in Section 20.17.

“Other Gaming Equipment Facility Agreement” shall mean each Gaming Equipment Facility Agreement as defined in one or more of the Other Operating Leases, relating to the financing of gaming equipment between the respective landlord and the tenant under such Operating Lease.

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“Other Operating Leases” shall mean those Operating Leases identified on Schedule B other than this Lease.

“Other Rent” is defined in Section 2.2.

“Permitted Exceptions” means those matters affecting title to the Premises described in Section 1.1; provided that the term “Permitted Exceptions” shall not include any Liens securing any Indebtedness of Landlord other than the Liens securing the Mortgage Loan.

“Permitted Indebtedness” shall mean, collectively, (a) trade and operational debt (including equipment financing leases, such as leases with providers of Gaming Equipment) relating to the operation of the Premises and the routine administration of Tenant incurred in the ordinary course of business with trade creditors and in amounts as are normal and reasonable under the circumstances, are not evidenced by a note, are required to be paid within ninety (90) days after same are incurred and are paid when due, (b) accrued and unpaid payroll, benefits and payroll taxes with respect to employees of Tenant or its Affiliates engaged with respect to the Premises incurred in the ordinary course of business and paid when due, (c) debt owed to affiliates, provided such debt is made subject to an intercreditor and standstill agreement in favor of Landlord and Lender in form and substance reasonably satisfactory to Landlord and Lender and (d) such other Indebtedness specifically permitted pursuant to this Lease. In no event shall Permitted Indebtedness, together with all “Permitted Indebtedness” of the tenants under the Other Operating Leases, but excluding for purposes of this sentence the Indebtedness described in subclause (b) of the preceding sentence (both here and in the Other Operating Leases), exceed the maximum permitted amount of “Permitted Indebtedness (Operating Company)” under and as defined in the Mortgage Loan Agreement.

“Person” means any individual, corporation, limited liability company, business trust, association, company, partnership, joint venture, Governmental Authority or other entity.

“Personal Property Lease or Financing” is defined in Section 1.3.

“PLGL” means Professional Liability and General Liability.

“Premises” means the [Casino Components], and the related Fixtures, such FF&E as is owned by Landlord and the Leased Personal Property.

“Projections” means, as to any Person, such Person’s, forecasted consolidated balance sheets, profit and loss statements, cash flow statements, capitalization statements and budgets, all materially consistent with such Person’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Qualified Transferee” has the meaning given such term in the Mortgage Loan Agreement.

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“Rating Agencies” shall mean each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency which has been approved by Mortgagee and that rates a securitization of the Mortgage Loan (or any component thereof).

“Remedial Work” is defined in Section 18.8.

“Rents” shall mean, with respect to the Premises, without duplication, all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas-or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant (from Subtenants or any space tenants, licensees or occupants of any portion of the Premises) (or employees or agents of Tenant) from any and all sources arising from or attributable to the Premises, and proceeds, if any, from business interruption or other loss of income or insurance, including, without limitation, all receipts, revenues and credit card receipts collected from [restaurants, bars, meeting rooms, banquet rooms and recreational facilities,] all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Tenant (or by others, on behalf of Tenant) or the commercial spaces located in the Buildings or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance, whether paid or accruing before or after the filing by or against Tenant of any petition for relief under the Bankruptcy Code.

“Restoration” is defined in Section 7.1.

“Retainage” is defined in Section 7.2.

“Revenue” shall mean all Rents and items of income or revenue (of any kind) from the operation of the [Casino Components]. As more fully provided below, Tenant shall cause all Revenue to be remitted into the Collection Bank Account.

“Securities” shall have the meaning specified in the Mortgage Loan Agreement.

“Settlement Discussion” is defined in Section 20.12(d).

“Shared Services Agreement” means that certain Second Amended and Restated Shared Services Agreement, dated as of the date hereof, among HOC, Holdings, Landlord and the other parties thereto.

“Sublease” and “Subleases” are defined in Section 9.7.

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“Subsidiary” means a Person of which an aggregate of more than fifty percent (50%) or more of the capital stock or other ownership interests thereof is owned of record or beneficially by such other Person, or by one or more Subsidiaries of such other Person, or by such other Person and one or more Subsidiaries of such Person, (a) if the holders of such capital stock or other ownership interests (i) are ordinarily, in the absence of contingencies, entitled to vote for the election of a majority of the directors (or other individuals performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency, or (ii) are entitled, as such holders, to vote for the election of a majority of the directors (or individuals performing similar functions) of such Person, whether or not the right so to vote exists by reason of the happening of a contingency, or (b) in the case of capital stock or other ownership interests which are not issued by a corporation, if such ownership interests constitute a majority voting interest.

“Subtenant” and “Subtenants” are defined in Section 9.4.

“Supplementary Rent” is defined in Section 2.2.

“Taking” means a taking or condemnation of the Premises (or any part thereof) or any damage to the Premises (or any part thereof) related to the exercise of the power of eminent domain and including a voluntary conveyance to any agency, authority, public utility, Person, or corporate entity empowered to condemn property in lieu of court proceedings.

“Tenant” is defined in the introductory paragraph to this Lease.

“Term” is defined in Article A, Section 2(a).

“Threshold Amount” shall have the meaning set forth in the definition of Material Alteration, except that for purposes of Section 7.2 hereof, Threshold Amount shall be defined solely by reference to clause (i) of such of such definition.

“Transfer” is defined in Section 9.1.

“Transition Period” shall have the meaning set forth in the Management Agreement.

“Transition Services” shall have the meaning set forth in the Management Agreement.

“Work” is defined in Section 5.5.

“Working Capital Account” is defined in Section 2.4(h).

Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Lease unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Lease shall refer to this Lease as a whole and not to any particular provision of this Lease. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

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ARTICLE I

PREMISES AND TERM

Section 1.1 During the Term, Landlord, in consideration of the Operating Lease Rents herein reserved and of the terms, provisions, covenants and agreements on the part of Tenant to be kept, observed and performed, does hereby lease and demise the Premises unto Tenant, and Tenant does hereby hire and take the Premises from Landlord, subject to those matters affecting title to the Premises as of the date hereof which are set forth on Schedule B to a policy or policies of title insurance issued in favor of Landlord or Mortgagee concurrently with the execution and delivery of this Lease, any other matters affecting title to the Premises hereafter created by Tenant and such matters as are created by Landlord and consented to by Tenant (to the extent such consent is required hereunder), and all of the following, in effect as of the Commencement Date or as hereafter in effect: all licenses, zoning laws, ordinances, regulations, building codes and all other Legal Requirements.

Section 1.2 Tenant shall lease the Premises for the Term, unless sooner terminated as hereinafter provided or pursuant to applicable law.

Section 1.3 This Lease and the “Premises” shall include the Leased Personal Property and all of Tenant’s obligations under this Lease with respect to the Premises (including, without limitation, the bond net lease provisions of Section 2.3 below) shall apply with the same force and effect to the Leased Personal Property. Upon any termination of the Lease, Landlord shall be entitled to possession of the Leased Personal Property on the same basis as provided herein with respect to the real property covered by this Lease. In the event that any of the Leased Personal Property is subject to an underlying lease or financing (collectively, “Personal Property Lease or Financing”), Tenant shall be exclusively responsible for payment of all rent, principal and interest and other charges and fees (including, without limitation, any and all penalties) and performance of all obligations and requirements of such Personal Property Lease or Financing. All such Leased Personal Property is provided “AS IS” and Landlord makes no representations, warranties or assurances relating thereto, or as to the completeness, condition, operation or suitability of the Leased Personal Property. Any listing of Leased Personal Property provided by Landlord to Tenant is for the benefit of Landlord only, to identify such property as owned by Landlord and does not constitute a representation or warranty as to existence or completeness of any item of Leased Personal Property. In the event of any deficiency in the Leased Personal Property, or if any Leased Personal Property is missing, or upon the termination of any Personal Property Lease or Financing, this Lease shall continue in full force and effect and there shall be no reduction of Operating Lease Rent or other obligations of Tenant hereunder. In the event that any Leased Personal Property requires replacement, maintenance, or upgrading, for any reason whatsoever, Landlord shall have no obligations therefor, Tenant shall be required at its cost to replace the same to the extent such replacement is required under the other provisions hereof (including Section 5.2 hereof) and any replacement shall become Leased Personal Property.

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ARTICLE II

BASE RENT; SUPPLEMENTARY RENT; COLLECTION BANK ACCOUNT AND DEPOSITS

Section 2.1 (a) Tenant shall pay to Landlord as Base Rent for the Premises during the Term the amounts stated in Article A, Section 3. Base Rent shall be payable in equal monthly installments in advance on the [        ] Business Day of each and every month during the Term, subject to a seven-day grace period (provided, however, that if the expiration of such grace period is not a Business Day, then such grace period shall expire on the immediately preceding Business Day), without previous demand, notice or presentment therefor and without abatement, offset or deduction of any kind whatsoever, other than as expressly provided for herein. Notwithstanding the foregoing, Tenant paid the partial month’s installment of Base Rent (with respect to the remaining days of the month in which the Commencement Date occurred) upon the Commencement Date of this Lease. If Tenant fails to pay any installment of Base Rent on or before the date when due hereunder, Tenant shall owe Landlord, in addition to the installment of Base Rent, interest on such installment at the Default Rate and, if and to the extent the same is due and payable by Landlord under the Mortgage Loan Documents, a late payment charge. Landlord shall have the right to change the payment date of the monthly installments of Base Rent, provided that in doing so, Landlord shall not increase Tenant’s costs hereunder (other than the direct costs of implementing such change, such as legal fees, which Tenant hereby agrees to pay).

(b) As used herein the term “Lease Year” means a period of twelve (12) calendar months commencing on the Commencement Date and ending on the day immediately preceding the first (1st) anniversary of the Commencement Date (if the Commencement Date occurs on the first (1st) day of a month) or the last day of the month during which the first (1st) anniversary of the Commencement Date occurs (if the Commencement Date occurs on a day other than the first (1st) day of a month), and each successive twelve (12) month period thereafter during the Term until the Expiration Date.

(c) Notwithstanding clauses (a) and (b) above, or anything else in this Lease to the contrary, each payment of Base Rent in any month shall be made by Tenant on a net basis with respect to Management Fees payable in respect of such month, such that the payment of each monthly installment of Base Rent to Landlord shall be reduced by the applicable monthly Management Fee, which Tenant shall pay to Manager in accordance with the terms of the Management Agreement (or to Alternate Manager in accordance with the terms of an Alternate Management Agreement, if applicable) or, (i) prior to the effectiveness of the Management Agreement or Alternate Management Agreement, as applicable and/or (ii) in the circumstances described in Section 4.4, as applicable, shall be retained by Tenant. For the avoidance of doubt, Management Fees owing and payable under the Management Agreement are subject to the limitations and conditions set forth in Section 5.1.22(u) of the Mortgage Loan Agreement and to the extent that the payment of Management Fees are so limited (or are not permitted to be paid at all) there will be no reduction of Base Rent for any month in respect of any such Management Fees that are so limited (or are not permitted to be paid) in such month; provided, however, with respect to any Subject Fees (as defined in the Mortgage Loan Agreement) not paid to Manager under the Management Agreement in any month as a result of the limitations in such Section

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5.1.22(u) of the Mortgage Loan Agreement, such Subject Fees will be included in the determination of Management Fees as used in the foregoing sentence and will reduce the Base Rent in such month so long as such Subject Fees are deposited by Tenant into the Blocked Account (as defined in the Mortgage Loan Agreement) pursuant to the terms of the Mortgage Loan Agreement (and which shall be applied subject to and in accordance with the terms of the Mortgage Loan Agreement).

Section 2.2 Tenant shall also pay and discharge as supplementary rent (the “Supplementary Rent”) all Impositions, insurance premiums with respect to insurance required pursuant to the terms and conditions of Article VI, FF&E expenditures and all interest and penalties that may accrue thereon in the event of Tenant’s failure to pay such amounts when due, and all damages, costs and expenses which Landlord may incur by reason of any Default of Tenant or failure on Tenant’s part to comply with the terms of this Lease (which shall include damages, costs and expenses incurred under the Loan Documents by Landlord or its affiliates as borrowers thereunder), all of which Tenant hereby agrees to pay within ten (10) days after written demand or as is otherwise provided herein. Landlord shall have the right to require that reserves be established for the foregoing amounts if and when required by any Mortgagee under the Mortgage Loan Documents. Landlord shall provide Tenant with notice of the amounts of each such escrow, reserve and other requirement on the Closing Date and at least fifteen (15) days prior notice of any change in any such amounts together with copies of any relevant notice from the Mortgagee and the relevant Mortgage Loan Documents. Notwithstanding the foregoing, on the Commencement Date, Tenant shall pay an amount (of which Landlord will advise Tenant in advance) with respect to such escrows, reserves and other requirements attributable to the period, if any, beginning on the Commencement Date and ending on the last day of the month during which the Commencement Date occurs. Tenant shall also pay and discharge when due as other rent (the “Other Rent”) all other amounts, liabilities and obligations of whatsoever nature relating to the Premises, other than Base Rent and Supplementary Rent, including, without limitation, those arising under this Lease, or any Legal Requirements, easements, restrictions, or other similar agreements affecting the Premises, charges for electricity, water, gas, steam and other utilities of any kind, repair, service and maintenance or other expenses relating to the use, operation or maintenance of the Premises, property management fees and expenses, if any, as well as all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with the administration of this Lease and the monitoring of Tenant’s performance hereunder, and all interest and penalties that may accrue on any of the foregoing in the event of Tenant’s failure to pay such amounts when due, and all damages, costs and expenses which Landlord may incur by reason of any Default of Tenant or failure on Tenant’s part to comply with the terms of this Lease (which shall include damages, costs and expenses incurred under the Loan Documents by Landlord or its affiliates as borrowers thereunder), all of which Tenant hereby agrees to pay within ten (10) days after written demand or as is otherwise provided herein. Upon any failure by Tenant to pay any of the Supplementary Rent or Other Rent, such unpaid Supplementary Rent or Other Rent shall accrue interest at the Default Rate and Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute, at law, in equity or otherwise in the case of nonpayment of the Base Rent. The terms Supplementary Rent and Other Rent shall be deemed rent for all purposes hereunder (other than with respect to Tenant’s internal accounting procedures).

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Section 2.3 This Lease shall be deemed and construed to be a bond lease, absolutely net to Landlord, and Tenant shall pay to Landlord, absolutely net throughout the Term, the Operating Lease Rent, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever, other than as expressly provided for herein. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other express or implied obligation or liability hereunder, except as herein otherwise expressly set forth in Section 3.5, and Tenant hereby waives all Legal Requirements to the contrary. Tenant shall pay all costs, expenses and charges of every kind and nature relating to the Premises from and after the Commencement Date, including, without limitation, all taxes (except for any franchise, excise, corporate, estate, inheritance, succession or capital levy tax of Landlord or any income profits or revenue tax upon the income of Landlord), costs of improvements, maintenance, repairs, alterations, additions, replacements, and insurance and other Impositions, except debt service on any Mortgage or any other Indebtedness of Landlord (except to the extent the same is a Personal Property Lease or Financing), which may arise or become due or payable prior to, during or after (but attributable to a period falling prior to or within) the Term. Except upon a termination of this Lease and Tenant’s obligation to pay Operating Lease Rent under and subject to the terms and conditions of Section 8.2 or 12.2 hereof, Tenant’s obligation to pay Operating Lease Rent hereunder shall not terminate prior to the actual date contemplated by Landlord and Tenant and specifically set forth in Article A, Section 2(c) for the expiration of the Term notwithstanding the exercise by Landlord of any or all of its rights under Article XII or otherwise, and the obligations of Tenant hereunder shall not be affected by reason of: any damage to or destruction of the Premises or any part thereof, any Taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, interruption, limitation, restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any reason, any matter affecting title to the Premises, any eviction by paramount title or otherwise, any default by Landlord hereunder, the impossibility, impracticability or illegality of performance by Landlord, Tenant or both, any action of any Governmental Authority, Tenant’s acquisition or ownership of all or part of the Premises (unless this Lease shall be terminated by a writing signed by all Persons, including any Mortgagee, having an interest in the Premises), any breach of warranty or misrepresentation, or any other cause whether similar or dissimilar to the foregoing and whether or not Tenant shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Lease.

Section 2.4 (a) Tenant acknowledges and agrees that (i) all of the interest of Landlord in and to this Lease has been or will be collaterally assigned to Mortgagee pursuant to the Mortgage and other Mortgage Loan Documents, (ii) under the terms of the Loan Documents including the Collection Account Agreement to which Tenant is a party, Tenant shall cause all Revenues from the Premises (other than (x) each Gaming Operating Reserve, (y) amounts theretofore released from a Collection Account in accordance with the provisions of the Mortgage Loan Agreement and Collection Account Agreement, and (z) any amounts collected and maintained in off-shore accounts that have been approved by Landlord and Mortgagee (the

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“Off-Shore Accounts”)) to be wired daily to and deposited in the Collection Accounts established by Tenant, and (iii) if Tenant collects or receives any items of Revenue (excluding any such items of Revenue in Off-Shore Accounts but including any such items of Revenue in Off-Shore Accounts to the extent Tenant is entitled to withdraw the same from such Off-Shore Account), it will deposit all such items of Revenue (net of amounts held to fund Gaming Operating Reserves, and net of any amounts theretofore released from a Collection Account) into the Collection Accounts (or any one of them) within three (3) Business Days after receipt as security for its obligations to Landlord hereunder. Tenant understands, acknowledges and agrees that Landlord’s interest in all amounts deposited in the Collection Accounts, including the proceeds thereof, shall be pledged by Landlord to Mortgagee to secure Landlord’s obligations to Mortgagee, provided that except as otherwise provided in the immediately following subparagraphs (b) and (c), all amounts so collected or received in the Collection Accounts shall be transferred on each Business Day to (or as directed by) Tenant for use or distribution by Tenant in its discretion free of any rights or encumbrances of Mortgagee.

(b) Tenant understands, acknowledges and agrees that, upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Mortgage Loan Documents or any of the Mezzanine Loan Documents, and provided that no Event of Default shall have occurred and be continuing hereunder, (i) it shall (or Landlord shall, or Mortgagee shall should Landlord fail to do so) direct and cause Collection Bank to deposit directly into the Cash Management Account all Operating Lease Rent payable under this Lease for the next thirty (30) days, including the Monthly Tax and Insurance Amount, the Monthly Ground Rent Amount and the Monthly FF&E Reserve Amount (as each such term is defined in the Mortgage Loan Agreement), if any, due for such period (the amounts described in the preceding sentence, collectively, the “Monthly Disbursements”) (it being the intent and agreement that the Cash Management Account shall at all times contain such amounts sufficient to cover the ensuing thirty (30) day period) and Landlord shall have the right to apply the same to Tenant’s obligations hereunder, and (ii) any amounts not so deposited into the Cash Management Account shall be transferred on each Business Day thereafter to (or as directed by) Tenant for use or distribution by Tenant in its discretion free of any rights or encumbrances of Mortgagee. (Landlord acknowledges that disbursement of all or a portion of the Monthly Disbursements to the Cash Management Account (which shall include the Monthly Operating Lease Rent Amount) shall to the extent of such disbursement, with respect to the month for which such disbursement is made, satisfy Tenant’s payment obligations with respect to Operating Lease Rent payable to Landlord under this Lease for such month.)

(c) Tenant understands, acknowledges and agrees that if an Event of Default shall have occurred and be continuing hereunder, it shall (or Landlord shall, or Mortgagee shall if Tenant or Landlord shall fail to do so) notify Collection Bank to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in each Collection Account up to the aggregate amount owed by Tenant hereunder, including, without limitation, any damages pursuant to Section 12.2(a) hereof, and thereafter (as well as pending the determination of such damages) Tenant shall not receive any such monies except to the extent they exceed the aggregate amount owed by Tenant hereunder (or pending such determination, such aggregate amount estimated by Landlord and Mortgagee), including, without limitation, any damages pursuant to Section 12.2(a) hereof), and Landlord shall have the right to apply the same to Tenant’s obligations hereunder.

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(d) Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Collection Accounts. The Collection Accounts shall be assigned the federal tax identification number of Tenant, which is [            ]. Tenant shall provide Landlord and Mortgagee, at any time upon request, with a Form W-8 or W-9 to evidence that Tenant is not subject to any back-up withholding under the Code. All costs and expenses for establishing and maintaining the Collection Accounts shall be at Tenant’s sole cost and expense.

(e) On or before the thirtieth day following the execution and delivery hereof, Tenant shall establish the Collection Accounts and represent and warrant to Landlord that the same, which shall be listed by Tenant, constitutes any and all accounts maintained by, or on behalf of Tenant or any other Person in any jurisdiction that include funds arising out of, or are otherwise attributable to, the Premises or relate to the operation and management of the Premises (other than funds held in Off-Shore Accounts or funds held in accounts (collectively, the “OC Accounts”) that contain exclusively amounts theretofore released from Collection Accounts in accordance with the provisions of the Mortgage Loan Agreement or otherwise containing exclusively amounts not constituting Revenues from the Premises), identifying the bank, account name and account number, together with a chart showing the usual and customary flow of funds with respect to such Collection Accounts in the usual course of business. The accounts so identified shall be the only accounts existing on such date (other than the OC Accounts and the Off-Shore Accounts, if any) maintained by Tenant; and Tenant shall maintain no accounts (other than the OC Accounts and the Off-Shore Accounts, if any) that include funds arising out of, or are otherwise attributable to, the Premises or relate to the operation, management, use or occupancy of the Premises or any portion thereof, or otherwise. Tenant may not, without the prior consent of Landlord and Mortgagee (not to be unreasonably withheld, conditioned or delayed), open any accounts or new accounts or in any way alter the flow of funds and payment into and/or out of such Collection Accounts in any material respect from that listed and described in accordance with the prior provisions of this subsection (e), including, without limitation, changing the source, type or currency of any payments currently deposited and maintained in any such account.

(f) Concurrently with the establishment of the Collection Accounts, and from time to time thereafter as shall be reasonable or necessary to ensure the implementation of the provisions of Section 2.4(e), Tenant shall deliver irrevocable written instructions to (i) each tenant under any Sublease at the Premises, in form and substance reasonably acceptable to Landlord and Mortgagee, directing each such tenant to deliver all Rents payable thereunder directly to the Collection Account, and (ii) each of the credit card companies or credit card clearing banks delivering Revenues, in form and substance reasonably acceptable to Landlord and Mortgagee, directing each such credit card company or credit card clearing bank to deliver all Revenues payable with respect to the Premises directly to the Collection Accounts.

(g) Tenant shall execute and deliver such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect, maintain and perfect Mortgagee’s security interest in the Collection Accounts.

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(h) Simultaneously herewith, Tenant has established a segregated Eligible Account (as defined in the Mortgage Loan Agreement) (the “Working Capital Account”) with Bank of America, N.A. Pursuant to the Working Capital Account Agreement executed simultaneously herewith among Tenant, Landlord, Bank of America, N.A. and Collateral Agent, Tenant has granted to Landlord a first priority security interest in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (and Landlord has granted to Collateral Agent (for the benefit of Mortgagee) a first priority security interest in all right, title and interest of Landlord in and to the Working Capital Account and all deposits at any time contained therein and the proceeds thereof). Tenant agrees that it will take all actions necessary to maintain in favor of Landlord a perfected first priority security interest in the Working Capital Account and the deposits therein and proceeds thereof, including, without limitation, executing, delivering and maintaining one or more account control agreements that comply with Article 9 of the Uniform Commercial Code as in effect from time to time in any applicable jurisdictions, and filing UCC 1 Financing Statements and continuations thereof upon Landlord’s, Mortgagee’s, or Collateral Agent’s request therefor. All costs and expenses for establishing and maintaining the Working Capital Account (and any sub account thereof) shall be at the sole cost and expense of Tenant. Tenant understands and agrees that the Working Capital Account shall be under the sole dominion and control of Collateral Agent (which may be exercised through the servicer designated under the Working Capital Account); provided, however, that so long as no Event of Default under the Mortgage Loan Documents or the Mezzanine Loan Documents exists, Tenant may make withdrawals from the Working Capital Account at any time and from time to time to fund ordinary course working capital needs. Tenant may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period (as such term is defined in the Note Sales Agreement) cash to be reserved on account of its anticipated, ordinary course working capital needs (in each case subject to the limitations and restrictions set forth in the Mortgage Loan Agreement (and, upon repayment of the Mortgage Loan in full, subject to the limitations and restrictions set forth in the loan agreement governing the then most senior Mezzanine Loan)).

(i) Tenant shall be responsible for payment of any federal, state or local income or other tax applicable to the interest or income earned on the Working Capital Account and any sub-account of the Working Capital Account. The Working Capital Account and any sub-account thereof shall be assigned the federal tax identification numbers of Tenant. Tenant shall provide Mortgagee, at any time upon request of Mortgagee, with a Form W-8 or W-9 to evidence that Tenant is not subject to any back-up withholding under the Code.

(j) Landlord and Tenant acknowledge and agree that the foregoing provisions of this Section 2.4 shall be subject to the terms of the Loan Documents and that in the event of any conflict between the terms hereof and Section 2.6 of the Mortgage Loan Agreement that the Mortgage Loan Agreement shall govern.

Section 2.5 Federal Income Tax Allocation of Base Rent. Tenant and Landlord agree and acknowledge that (a) the parties intend this Lease to be classified as a “true lease” for Federal income tax purposes (as well as for all other purposes), and (b) Base Rent for the Term is hereby specifically allocated for Federal income tax purposes as “fixed rent” within the meaning of Treasury Regulation Section 1.467-1(h)(3) for each annual period. Each of Tenant and Landlord shall make all Federal income tax filings (and to the extent appropriate,

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state and local income tax filings) on such basis, and shall diligently defend such positions in the event of challenge by any tax authority. The allocation of such allocated rent set forth in this Section 2.5 is intended to constitute a specific allocation of rent under Treasury Regulation Section 1.467-1(c)(2)(ii)(A)(2).

Section 2.6 Pledge of Collateral.

(a) In order to secure the prompt and complete payment and performance of Tenant’s obligations under this Lease and the payment of the Operating Lease Rent, Tenant does hereby irrevocably grant to Landlord and its successors and assigns a security interest in all of Tenant’s right, title and interest in and to the following property, rights and interests, whether now owned, or hereafter acquired by Tenant, subject to Tenant’s right to use, replace, repair, alter, upgrade, operate or benefit from the following so long as no Event of Default has occurred and is continuing (collectively, the “Collateral”):

(i) Gaming Equipment. All Gaming Equipment (except that Landlord acknowledges that the Gaming Equipment may be subject to a prior lien in favor of the lenders under the Gaming Equipment Facility Agreement);

(ii) Subleases and Rents and Distributions. All Subleases and other agreements affecting the use, enjoyment or occupancy of the Premises heretofore or hereafter entered into, whether before or after the filing by or against Tenant of any petition for relief under the Bankruptcy Code and all right, title and interest of Tenant, its successors and assigns in and to all Rents, including all cash or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, moneys payable as damages or in lieu of rent or rent equivalents, royalties, income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant or its agents or employees from any and all sources arising from or attributable to the Premises, including, without limitation, all proceeds from the sale or other disposition of the Subleases and the right to receive and apply the Rents to the payment of the Operating Lease Rent;

(iii) Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Premises, whether from the exercise of the right of eminent domain (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Premises, including any claim in respect thereof;

(iv) Insurance Proceeds. All proceeds in respect of the Premises under any insurance policies covering the Premises, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Premises;

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(v) Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Premises as a result of tax certiorari or any applications or proceedings for reduction;

(vi) Rights. The right, in the name and on behalf of Tenant, to appear in and defend any action or proceeding brought with respect to the Premises and to commence any action or proceeding to protect the interest of Landlord in the Premises;

(vii) Agreements; Permits. All agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications, and other documents (including, the Shared Services Agreement pursuant to which HOC is “Service Provider” and, to the extent assignable, Operating Permits), now or hereafter entered into or issued, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Premises and any part thereof and all right, title and interest of Tenant therein and thereunder, including, without limitation, the right, upon the happening of any default hereunder, to receive and collect any sums payable to Tenant thereunder (it being understood that, without affecting any other rights of Landlord under licensing agreement it may possess, such pledge does not include or relate to any of the foregoing that are used by substantially the entire Harrah’s chain);

(viii) Intellectual Property. All Intellectual Property and general intangibles relating to or used in connection with the operation of the Premises which are now or hereafter owned by or licensed to Tenant, including pursuant to any IP License (provided, for clarity, the foregoing shall not affect or prejudice the terms of, nor change the scope of, nor alter the rights or obligations of any party under, any IP License);

(ix) All Assets. All additional assets owned by Tenant whether currently owned by Tenant or hereafter acquired;

(x) Collection Accounts. The Collection Accounts and all amounts from time to time contained therein (unless and until released therefrom in accordance herewith); and

(xi) Proceeds. All proceeds of any of the foregoing, including, without limitation, proceeds of insurance and condemnation awards, whether cash, liquidation or other claims or otherwise.

(b) This Lease is a security agreement with respect to the Collateral (including a “security agreement” within the meaning of the Uniform Commercial Code to the full extent that the foregoing may be subject to the Uniform Commercial Code). If an Event of Default shall occur and be continuing, Landlord, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including, without limiting the generality of the foregoing, the right, subject to Gaming Laws, to take possession of the Collateral or any part thereof, and to take such other measures as Landlord may deem necessary for the care, protection and preservation of the Collateral; provided, however (subject to the rights of the lender under the Gaming Equipment Facility Agreement),

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with respect to any Gaming Equipment, Tenant, at Landlord’s option, either (i) transfer title to such Gaming Equipment to Landlord or its designee (so long as such transferee shall have obtained any necessary Gaming License to take title to the same), or (ii) liquidate such Gaming Equipment, as directed by Landlord and deliver the proceeds thereof to Landlord to be applied to the payment of Tenant’s obligations and liabilities to Landlord from time to time in accordance with the terms hereof. Any notice of sale, disposition or other intended action by Landlord (or Mortgagee on behalf of Landlord) with respect to the Collateral sent to Tenant in accordance with the provisions hereof at least ten (10) business days prior to such action, shall, except as otherwise provided by applicable law, constitute reasonable notice to Tenant. The proceeds of any disposition of the Collateral, or any part thereof, may, except as otherwise required by applicable law, be applied by Landlord (or Mortgagee on behalf of Landlord) to the payment of the Operating Lease Rent in such priority and proportions as Landlord (or Mortgagee on behalf of Landlord) in its discretion shall deem proper.

(c) Tenant shall (i) at Tenant’s expense, from time to time, (x) cause instruments creating a security interest in the Collateral and of further assurance (including any UCC-1 financing statements perfecting Landlord’s security interest in all Gaming Equipment) to be filed, registered or recorded in such manner and in such place as may be required for purposes of the creation, validity, enforceability or perfection of any security interest hereof upon, and the interest of Landlord in the Collateral, (y) do, execute, acknowledge and deliver all further acts, conveyances, assignments, notices of assignments, transfers and assurances as Landlord or Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto Landlord the Collateral, (z) on demand, deliver (and in the event it shall fail to so deliver, hereby authorizes Landlord or Lender to file in the name of Tenant), one or more financing statements to evidence more effectively the security interest of Landlord in the Collateral, (ii) not change Tenant’s name or corporate, partnership or other structure without notifying Landlord of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in Tenant’s structure, without first obtaining the prior written consent of Landlord and Lender; provided, that, Tenant is permitted to make such changes otherwise permitted under Section 10.17 of the Mortgage Loan Agreement, (iii) deliver to Landlord and Lender, prior to or contemporaneously with the effective date of any such change, and hereby authorizes Landlord or Lender to file, any financing statement or financing statement change required by Landlord or Lender to establish or maintain the validity, perfection and priority of the security interest granted herein, (iv) at the request of Landlord, execute a certificate in form satisfactory to Landlord listing the trade names under which Tenant intends to operate the Premises, and representing and warranting that Tenant does business under no other trade name with respect to the Premises.

Section 2.7 Assignment of Operating Lease. Tenant hereby ratifies and confirms the assignment of this Lease by Landlord to Mortgagee pursuant to the Mortgage Loan Documents (including, specifically, the Assignment of Leases and Rents delivered to the Mortgagee) as additional collateral security for the Mortgage Loan.

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ARTICLE III

IMPOSITIONS

Section 3.1 From and after the Commencement Date and throughout the Term, Tenant shall pay and discharge not later than ten (10) days before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all taxes, assessments, water rents, storm and sewer rents and charges, duties, impositions, license and permit fees, assessments payable to any owner’s association or similar entity, governmental levies and charges, charges for public utilities of any kind (together with any interest or penalties imposed upon the late payment thereof), which, pursuant to past, present or future Legal Requirements, during, prior to or after (but attributable to a period falling prior to or within) the Term, shall have been or shall be levied, charged, assessed, imposed upon or grow or become due and payable out of or for or have become a Lien on the Premises or any part thereof, any Buildings (including the related Fixtures), the FF&E or any personal property (including, without limitation, any Leased Personal Property) in or on the Premises, the Gaming Equipment, the Operating Lease Rents or income payable by Tenant or on account of any use of the Premises or such franchises as may be appurtenant to the use and occupation of the Premises, as well as any sales, use, excise, commercial rent, tangible personal property and similar taxes imposed by any Governmental Authority or improvement district in connection with the use or operation by Tenant of any of the Premises, the Fixtures, the FF&E and the Leased Personal Property, and the Gaming Equipment, and any interest and penalties assessed in connection therewith as a result of late payment or non-payment of any of the foregoing or late filing or non-filing of any tax returns or reports due in connection therewith (each of the foregoing being an “Imposition” and collectively “Impositions”). Tenant, upon request from Landlord or Mortgagee, shall submit to Landlord or Mortgagee the proper and sufficient receipts or other evidence of payment and discharge of the same. The certificate, advice, or bill of non-payment of any Imposition from the appropriate official designated by Legal Requirement to make or issue the same or to receive payment of any Imposition shall be prima facie evidence that such Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, or bill of non-payment. If any Impositions are not paid when due under this Lease, Landlord shall have the right, but shall not be obligated, to pay the same following written notice to Tenant of such payment, provided Tenant does not contest the same as herein provided. If Landlord shall make such payment, Landlord shall thereupon be entitled to repayment by Tenant on demand as Other Rent hereunder. [Tenant agrees that to the extent any Imposition, or other operating or capital cost or expense hereunder, shall not be separately assessed against or chargeable to the Premises, but rather is assessed or properly chargeable to all of the Land and/or Improvements of which the Premises are part, or to the Premises (or to a portion thereof) and another portion of the Land and Improvements, then Tenant shall pay its allocable share of such Impositions and/or other capital cost or expense, all as determined by Landlord and Mortgagee, which determination (absent manifest error) shall be binding on Tenant.]

Section 3.2 Tenant shall have the right to protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or to prevent jeopardizing any license, permit or certification, including, without limitation, any Gaming License, because of

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nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at Tenant’s sole cost and expense; (ii) nonpayment will not subject the Premises nor any part thereof or interest therein to be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability; (iv) Tenant shall provide such security as may reasonably be required by Landlord or by Mortgagee under the terms of any Mortgage or any Mortgage Loan Documents to ensure payment of such contested Impositions, together with all interest and penalties thereon; (v) no Default or Event of Default has occurred and remains uncured; (vi) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material other instrument to which Tenant is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (vii) such contest is permitted under the Mortgage or Mortgage Loan Documents in which case Tenant shall contest such Imposition in accordance with the Mortgage or any other Mortgage Loan Documents; (viii) Tenant shall promptly upon receipt of a final, non-appealable determination thereof pay the amount of any such Imposition, together with all costs, interest and penalties which may be payable in connection therewith; and (ix) such proceeding shall suspend the collection of such contested Imposition from the Premises. Landlord agrees to execute and deliver to Tenant any and all documents reasonably required for such purpose and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest to the extent Tenant had paid in advance the amount in question, Landlord shall remit the same to Tenant. At the request of Landlord, or at Tenant’s own initiative, Tenant may elect to take commercially reasonable steps to file and enforce tax certiorari proceedings to reduce tax affecting the Premises, all at Tenant’s own expense; provided, however, that if Tenant shall decline to take such steps after a request by Landlord, Landlord may take such steps at Landlord’s own expense.

Section 3.3 To the extent permitted by applicable law, Tenant shall have the right to apply for the conversion of any Impositions to make the same payable in annual installments on a straight-line basis (or more accelerated) over a period of years (without significant incremental cost), and upon such conversion Tenant shall pay and discharge said annual installments as they shall become due and payable but in any event before delinquency. Tenant shall pay all such deferred installments, and any additional amounts required in connection therewith, when the same are due and payable, and in any event prior to the expiration or sooner termination of the Term, notwithstanding that such installments shall not then be due and payable; provided, however, that any Impositions (excluding any Imposition converted by Tenant so as to be payable in annual installments as aforesaid) relating to a fiscal period of the taxing authority, a part of which is included in a period of time after the Expiration Date, shall (whether or not such Impositions shall be assessed, levied, confirmed, imposed or become payable, during the Term) be prorated between Landlord and Tenant as of the Expiration Date, so that Landlord shall pay that portion of such Impositions which relate to that part of such fiscal period included in the period of time after the Expiration Date, and Tenant shall pay the remainder thereof.

Section 3.4 Tenant shall not be obligated to pay any franchise, excise, corporate, estate, inheritance, succession or capital levy or tax of Landlord or any income, profits or revenue tax upon the income of Landlord.

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Section 3.5 In the event that Landlord is required pursuant to the terms of any Mortgage or any Mortgage Loan Documents to make monthly or other deposits for Impositions to the Mortgagee, Tenant agrees that, within ten (10) days after the first written demand made by Landlord, it shall: (i) deposit with Landlord or Mortgagee, within ten (10) days after the first demand therefor and thereafter, on the first day of each month, during the Term, an amount each month estimated by Landlord or Mortgagee to be adequate to create a fund which, as each succeeding installment of Impositions becomes due, will be sufficient, thirty (30) days prior to such due date, to pay such installment in full. Landlord or Mortgagee shall use reasonable efforts to cause the monthly deposits to be equal in amount, but neither of them shall be liable in the event that such required deposits are unequal. If at any time the amount of any Imposition is increased or Landlord or Mortgagee believes that it will be, said monthly deposits shall be increased within fifteen (15) Business Days after written demand by Landlord or Mortgagee so that, thirty (30) days prior to the due date for each installment of Impositions, there will be deposits on hand with Landlord or Mortgagee sufficient to pay such installments in full. Landlord shall be required to deposit or cause to be deposited any such amounts in an interest bearing account or an account in which such amounts are invested in “Permitted Investments”, as defined in the Mortgage Loan Documents, and any interest or earnings thereon shall be for the benefit of Tenant. For the purpose of determining whether Landlord or Mortgagee has on hand sufficient moneys to pay any particular Imposition at least thirty (30) days prior to the due date therefor, deposits for each category of Imposition shall be treated separately, it being the intention that Landlord shall not be obligated to use moneys deposited for the payment of an item not yet due and payable to the payment of an item that is due and payable. Notwithstanding the foregoing, it is understood and agreed that Landlord or Mortgagee, may, if an Event of Default hereunder or under the Mortgage or any other Mortgage Loan Documents shall have occurred and be continuing, use deposits made for any one item for the payment of the same or any other item of Operating Lease Rent. If this Lease shall be terminated by reason of any Event of Default, all deposits then held by Landlord shall be applied by Landlord on account of any and all sums due under this Lease; if there is a resulting deficiency, Tenant shall pay the same, and if there is a surplus, Tenant shall be entitled to a refund of the surplus. Notwithstanding the foregoing provisions of this Section 3.5, all provisions contained in the Mortgage or the other Mortgage Loan Documents with regard to tax escrows and reserves shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provision in this Section 3.5.

Section 3.6 If Landlord ceases to have any interest in the Premises, Landlord shall transfer to the Person who owns or acquires such interest in the Premises from Landlord and is the transferee of this Lease, the deposits made pursuant to Section 3.5 hereof relating to the Premises covered by this Lease, subject, however, to the provisions thereof. Upon such transfer of the Premises and the deposits, the transferor shall be deemed to be released from all liability with respect thereto and Tenant agrees to look to the transferee solely with respect thereto, and the provisions hereof shall apply to each successive transfer of the said deposits.

Section 3.7 The provisions of this Article III shall survive the expiration or earlier termination of this Lease.

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ARTICLE IV

USE AND OPERATION OF PREMISES; DELEGATION TO MANAGER;

MANAGEMENT AGREEMENT; TRANSITION SERVICES; MANAGEMENT

Section 4.1 The Premises may be used and occupied only for the purposes set forth in Article A, Section 4. Tenant shall not create or suffer to exist any material public or private nuisance, hazardous or illegal condition or waste on or with respect to the Premises. For purposes of this Article IV, “waste” as used herein, includes, but is not limited to, loss of any material Gaming License unless same is no longer required or is adequately replaced. This Article IV shall survive the expiration or earlier termination of this Lease.

Section 4.2 Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to, and may at its election, delegate some or all of its rights in connection with the management and operation of the Premises under this Lease to Manager or an Alternate Manager; provided, that (i) no such delegation shall relieve Tenant of any responsibility or obligation to Landlord hereunder and (ii) Tenant shall cause Manager or any Alternate Manager to operate and maintain the Premises in accordance with the requirements and restrictions to which Tenant is subject hereunder (including Sections 20.1 and 20.10) and at the standards and otherwise in the manner set forth in the Management Agreement.

Section 4.3 In no event shall Landlord or Tenant amend, modify, supplement or waive (or consent to, acquiesce in or permit any such amendment, modification, supplement or waiver of) any right under or other provision of the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender. In no event shall Landlord or Tenant consent to or acquiesce in an assignment by Manager of its rights, obligations or duties under the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender (unless such assignment by Manager is permitted in the Management Agreement without the prior written approval of Mortgagee or the Mezzanine Lenders). Neither Landlord nor Tenant shall permit, consent to or acquiesce in any cancellation, termination or surrender of the Management Agreement without the prior written approval of Mortgagee and each Mezzanine Lender.

Section 4.4 Notwithstanding anything in this Lease to the contrary, if Manager shall fail to perform its obligations under the Management Agreement (or if the Management Agreement is terminated for any reason prior to the termination of this Lease), Tenant agrees that it shall perform all of the duties and obligations of Manager under and pursuant to the terms of the Management Agreement (including performing Diligence Activities and providing Transition Services) as though the Management Agreement were still in effect, provided, however, that, in such case, Tenant (rather than Manager) shall be entitled to the payment (whether by Landlord (or its successors and assigns) or from monies in the Collection Account) of the fees and expenses that would have been paid to Manager in the amounts and in accordance with the terms of the Management Agreement. For the avoidance of doubt, Tenant hereby confirms that (i) if Manager shall fail for any reason to perform the Diligence Activities, following the occurrence of any Mortgage Loan Default (as defined in the Management Agreement), Tenant will undertake to perform (and thereafter perform) the Diligence Activities and (ii) if Manager shall fail for any reason to provide the Transition Services, following the Transition Period

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Commencement Date (as such term is defined in the Management Agreement), then Tenant shall provide such services for the Transition Period. For the avoidance of doubt, during the pendency of the Transition Period and/or during any period in which this Lease is in effect but the Management Agreement is terminated for any reason, (i) the Operating Fees, Reimbursable Expenses and other amounts payable to Manager under the Management Agreement (provided that during the Transition Period the duties and obligations of Manager, including the Transition Services, are being performed by Tenant, rather than Manager, hereunder) shall continue to be paid (as though the Management Agreement were still in effect) but to Tenant, rather than Manager, (ii) the charges for shared services payable to HOC shall continue to be paid pursuant to the Shared Services Agreement, and (iii) this Lease shall not terminate during the Transition Period.

Section 4.5 Tenant confirms and agrees that, notwithstanding its entering into the Management Agreement, it will continue to own and/or lease all Gaming Equipment and other assets required to operate the Premises (and will not transfer or assign any Gaming Equipment or such other assets to Manager).

ARTICLE V

CONDITION OF PREMISES, ALTERATIONS AND REPAIRS

Section 5.1 The parties acknowledge that Tenant has examined the Premises, is familiar with the physical condition, expenses, operation and maintenance, zoning, Legal Requirements, status of title and use that may be made of the Premises and every other matter or thing affecting or related to the Premises, and is leasing the same in its “As Is” condition. Landlord has not made and does not make any representations or warranties whatsoever with respect to the Premises or otherwise with respect to this Lease, express or implied, including any warranty regarding the suitability of the Premises for their intended commercial purposes or that the same is in compliance, as of the date hereof or at any subsequent time, with Legal Requirements. Tenant assumes all risks resulting from any defects (patent or latent) in the Premises or from any failure of the same to comply with any Legal Requirement or the uses or purposes for which the same may be occupied.

Section 5.2 At Tenant’s sole cost and expense, whether or not Tenant is in occupancy of all of the Buildings, Tenant shall maintain and keep all of the Buildings on the Premises (including, without limitation, the FF&E and Equipment), and the Gaming Equipment, and the adjoining sidewalks, curbs and common areas, if any, clean and in substantially the same level of condition and repair as on the Closing Date in all material respects, except for ordinary wear and tear. Tenant shall, at its sole cost and expense, maintain, repair and replace all of the FF&E, and all Gaming Equipment, necessary or appropriate for the use, operation, maintenance and repair of the Premises in the manner required hereunder. Tenant shall cause any replacements of, and additions or improvements to, FF&E immediately to be acquired in the name, and as the property, of Landlord (as owner and not as a secured party), subject only to Tenant’s rights hereunder as lessee thereof. All repairs made by Tenant shall be made in compliance with all Legal Requirements. Landlord shall not be required to furnish any services or facilities or to maintain or make any repairs or alterations to the Premises, and Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement,

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maintenance and management of the Premises and all costs and expenses incidental thereto, including adequate security for each of the Buildings, whether or not Tenant is then occupying each of the Buildings. Tenant shall, at its sole cost and expense, repair, replace and maintain the roof in good condition. Notwithstanding the foregoing standards of maintaining the Premises, if any Legal Requirement or the Mortgage Loan Agreement mandates a higher standard, then Tenant shall be obligated to cause the Premises to comply with such higher standard.

Section 5.3 Landlord shall not be responsible for the cost of any alterations or replacements of or maintenance or repairs to the Premises of any nature whatsoever, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, whether or not now in the contemplation of the parties. To the extent not prohibited by applicable law, Tenant hereby waives and releases all rights now or hereafter conferred by any Legal Requirements or otherwise which would have the effect of limiting or modifying any of the provisions of this Article V.

Section 5.4 Tenant shall have the right at any time and from time to time during the Term to make, at its sole cost and expense, changes, alterations, additions or improvements (collectively, “Alterations”) in or to the Premises, subject, however, in the case of any Material Alteration, to the prior written consent of Landlord and such oversight and insurance requirements as Landlord shall reasonably require. In addition, Tenant shall comply with any requirements specified in the Mortgage Loan Documents for the performance of Alterations and Work (including provision of a completion guaranty or other collateral to the extent required thereunder and the submission of plans to Mortgagee to the extent required thereunder). Notwithstanding any provision hereof to the contrary, without Landlord’s and Mortgagee’s consent, not to be unreasonably withheld or delayed, in no event shall Tenant close or shutter, or undertake or permit any Tenant or other Person to undertake an Alteration or any Work, that alone or together with other Alterations or Work then being undertaken, that closes or shutters, at any one time, more than ten percent (10%) of the income-generating space of the Premises.

Section 5.5 Tenant agrees that all Alterations, repairs, Restoration and other work which Tenant shall be required or permitted to do under the provisions of this Lease (each hereinafter called the “Work”) shall be at Tenant’s sole cost and expense and (i) performed in a good, workmanlike manner, and in accordance with all Legal Requirements, as well as any plans and specifications therefor which shall have been approved by Landlord (if such approval is required hereunder), and (ii) commenced and completed reasonably promptly.

Section 5.6 Following the delivery of prior reasonable notice, any material Work shall be subject to inspection at reasonable times during normal business hours and without disruption to the business of Tenant, by Landlord, its architect and Mortgagee (to the extent Mortgagee has such right under the Mortgage Loan Documents), or their duly authorized representatives, and if Landlord’s architect or Mortgagee upon any such inspection shall be of the reasonable opinion that the Work is not being performed substantially in accordance with the provisions of this Article V or the plans and specifications, or that any of the materials or workmanship are not of good quality or are unsound or improper, Tenant shall, upon notice of same from Landlord, correct any such failure and shall immediately replace any unsound or improper materials or workmanship.

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Section 5.7 All Fixtures, structures and other improvements and all FF&E shall immediately upon their installation or placement on or within the Premises, become the property of Landlord, without the need for any further instrument (but at Landlord’s or Mortgagee’s request, Tenant shall confirm the same from time to time in a writing reasonably satisfactory to the requesting party), and shall remain upon and be surrendered with the Premises (unless, in the case of Gaming Equipment, the same was purchased by Tenant, in which event Tenant shall remove such Gaming Equipment from the Premises promptly following such surrender, unless an Event of Default has occurred and is continuing hereunder, in which case the same shall be held by Landlord as collateral for Tenant’s obligations hereunder). All other property permitted or required to be removed by Tenant at the end of the Term remaining in the Premises after Tenant’s removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Premises by Landlord at Tenant’s expense. Tenant shall be responsible for, and shall reimburse Landlord within ten (10) days after written demand therefor, any damage to the Premises caused in whole or in part by the removal or demolition of any property which Tenant is required to remove pursuant to this Section 5.7 or which Tenant elects under the provisions of this Lease to remove. The provisions of this Section 5.7 shall survive the expiration or earlier termination of the Term.

Section 5.8 Notwithstanding any other provision of this Lease, Tenant shall be exclusively responsible at its own expense for determination and assurance that the condition of the Premises and all repairs, Alterations and Work are in compliance with all Legal Requirements or have been waived by the appropriate Governmental Authorities and for obtaining any approvals or consents of Governmental Authorities required in connection with any Alterations or Work.

Section 5.9 Notwithstanding the foregoing provisions of Sections 5.4, 5.5 and 5.6, all provisions contained in the Mortgage or any other Mortgage Loan Document relating to the obligations of Landlord with regard to Alterations, Work, the Threshold Amount shall be deemed to be obligations of Tenant hereunder and shall take precedence over and be in lieu of any inconsistent provisions in Sections 5.4, 5.5 and 5.6.

ARTICLE VI

INSURANCE

Section 6.1 Throughout the Term, Tenant shall, at its own cost and expense, provide and keep in force for the benefit of Landlord, Tenant and any Mortgagee, such insurance as shall be reasonably acceptable to Landlord, it being agreed that such insurance shall in any event comply with the requirements specified in the Mortgage Loan Documents and that all provisions contained in the Mortgage Loan Documents relating to the obligations of Landlord with regard to insurance shall be deemed to be obligations of Tenant hereunder, including with respect to the provision of insurance certificates evidencing any or all of the required insurance coverage.

Section 6.2 If at any time Mortgagee is not in receipt of written evidence that all insurance policies required under the Mortgage Loan Documents are in full force and effect, Landlord and Mortgagee shall have the right, without notice to Tenant, to take such action as

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Landlord and Mortgagee deems necessary to protect its interest in the Premises, including, without limitation, the obtaining of insurance coverage consistent with the coverage required hereunder. All premiums incurred by Landlord and/or Mortgagee in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Tenant to Landlord and/or Mortgagee (as applicable) upon demand and, until paid, shall bear interest at the Default Rate.

ARTICLE VII

DAMAGE OR DESTRUCTION

Section 7.1 If the Premises or any Building or any part thereof shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extra-ordinary, foreseen or unforeseen, so long as no Event of Default has occurred and is continuing (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, utilizing such insurance proceeds and such additional funds as may be required, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and configuration immediately prior to such damage or destruction. All Restoration work shall be performed in accordance with the provisions of this Lease, including, without limitation, the provisions of Section 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any Legal Requirement to the contrary and agrees that the provisions of this Article VII shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Other Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for administering the Restoration.

Section 7.2 Subject to the provisions of this Article VII, unless Landlord, the insurance carrier, or any Mortgagee elects in their discretion to perform the Restoration (being under no obligation to do so) and so long as no Event of Default has occurred and is continuing, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord pursuant to the Mortgage Loan Documents from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself or Mortgagee therefrom to the extent, if any, of (a) the expenses paid or incurred by Landlord or Mortgagee in the collection of such moneys, and (b) any other amounts then outstanding and owing to Landlord under this Lease. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds which may be received by Landlord for the purpose of Restoration to be used by

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Tenant to restore the Premises to a value which shall be not less than a value substantially similar to the value of the Premises prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed third party architect or contractor selected by Tenant and reasonably approved by Landlord. Such insurance moneys shall be paid (i) to Tenant in a lump sum if the cost of such Restoration is less than the Threshold Amount and (ii) if the cost of such Restoration is equal to or greater than the Threshold Amount, in accordance with Section 7.2 and 7.3 to Tenant (or, at Landlord’s option, directly to the party to whom such payment is due) from time to time thereafter in installments as the Restoration progresses, within five (5) Business Days after submission by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous submission (assuming such proceeds are available from the insurer). If any vendor’s, mechanic’s, laborer’s, or materialman’s Lien is filed against the Premises or any part thereof, or if any public improvement Lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such Lien is satisfied or otherwise discharged, unless such Lien is contested by Tenant in good faith and, if required by applicable law, Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its reasonable discretion. The amount of any installment to be paid to Tenant shall be such proportion of the total insurance moneys received by Landlord pursuant to the Mortgage Loan Documents as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (1) all payments theretofore made to Tenant out of said insurance proceeds, and (2) ten percent (10%) of the amount so determined, until fifty percent (50%) of the Restoration has been completed (and five percent (5%) thereafter) (the “Retainage”). Notwithstanding the foregoing, Landlord shall not withhold the Retainage from any installment provided (I) such installment constitutes the final payment due a contractor or materialman, or (II) the contractor is bonded and Tenant furnishes to Landlord payment and performance bonds and labor and material bonds of Tenant’s contractor complying with the Legal Requirements and otherwise satisfactory to Landlord in its reasonable discretion, naming Landlord as co-obligee, in which event Landlord shall withhold from such installment the same percentage withheld by Tenant pursuant to the construction contract. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of the Retainage or other amount, as applicable, the balance of any and all insurance proceeds held by Landlord shall be paid to Tenant. In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant’s expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration.

Section 7.3 The following shall be conditions precedent to each payment made to Tenant (or to any other party) as provided in Section 7.2 above:

(a) there shall be submitted to Landlord the certificate of the aforesaid architect or contractor stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall be stated) who have rendered or

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furnished certain services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such Persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed the value of the services and materials described in the certificate, and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant’s intention and ability shall be to Landlord’s satisfaction in its sole and absolute discretion) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord’s satisfaction (in its sole and absolute discretion) will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion;

(b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord in its sole and absolute discretion, or other evidence satisfactory to Landlord in its sole and absolute discretion, showing that there has not been filed any vendor’s, mechanic’s, laborer’s or materialman’s statutory or other similar Lien affecting the Premises or any part thereof, or any public improvement Lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such Lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its sole and absolute discretion; and

(c) at the time of making such payment, no Default shall have occurred and be continuing.

Section 7.4 If the estimated cost of any Restoration determined as provided in Section 7.2 hereof exceeds the net insurance proceeds, then, prior to the commencement of any Restoration, Tenant hereby covenants to deposit with Landlord, a bond, cash, completion guaranty or other security satisfactory to Landlord (in its sole and absolute discretion) in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of Section 7.2 hereof, as security for the completion of the work, free of public improvement, vendors’, mechanics’, laborers’ or materialmen’s statutory or other similar Liens.

Section 7.5 As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Operating Lease Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Premises or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction of the Premises from any cause whatsoever, and, notwithstanding any Legal Requirements, present or future, Tenant waives any and all rights to quit or surrender the Premises or any part thereof on account of any damage or destruction of the Premises. Tenant expressly agrees that its obligations hereunder, including the payment of Operating Lease Rent payable by Tenant hereunder, shall continue as though the Premises had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind.

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Section 7.6 Notwithstanding the foregoing provisions of this Article VII, all provisions contained in the Mortgage or any other Mortgage Loan Document with regard to Restoration of the Premises or the related obligations of Landlord shall take precedence over and be in lieu of any inconsistent provisions in this Article VII and, with respect to such obligations, shall be deemed to be obligations of Tenant hereunder.

ARTICLE VIII

CONDEMNATION

Section 8.1 Tenant, immediately upon obtaining knowledge of the institution of any proceeding for a Taking, shall notify Landlord and Mortgagee thereof and Landlord and Mortgagee shall be entitled to participate in any Taking proceeding. Subject to the provisions of this Article VIII, Tenant hereby irrevocably assigns to Mortgagee or to Landlord, in that order, any award or payment to which Tenant is or may be entitled by reason of any Taking, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise.

Section 8.2 If the whole of the Premises shall be permanently subject to a Taking, then on the earlier of the date of the vesting of title to the Premises or the date of taking of possession of the Premises (the “Ending Date”), this Lease shall terminate, all Operating Lease Rent required to be paid by Tenant under this Lease shall be pro-rated up to such date, and any and all awards in connection with such condemnation shall be applied (i) first to pay the outstanding amount owed to Mortgagee under the Mortgage Loan Documents and the holder of the Mezzanine Loan under the Mezzanine Loan Documents, (i) second, to Tenant, up to the amount of any and all awards on account of Gaming Equipment, moving expenses and any award or payment on account of the Lease being deemed by the applicable condemning authority to be a below market lease to the economic benefit of Tenant, and (iii) third, any remaining amounts to Landlord. Upon such termination, this Lease shall be of no further force and effect, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to the Ending Date shall survive and any prepayment of Operating Lease Rent shall be prorated between the parties.

Section 8.3 In the event of a permanent partial Taking of one or more of the Building(s), in which the portion of the Premises taken is such that Tenant may continue to operate at the Premises, this Lease shall be unaffected by such Taking, and Tenant shall, continue to pay the Base Rent, Supplementary Rent and Other Rent pursuant to Article II, and the following shall apply:

(a) Landlord shall be entitled to receive the entire award in any proceeding with respect to such Taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award;

(b) Notwithstanding the foregoing, in the event this Section 8.3 is applicable, Landlord shall pay over to Tenant from time to time any moneys which may be received by Landlord pursuant to the Mortgage Loan Documents on account of the exercise of the power of eminent domain with respect to the Premises, which (x) are necessary for Tenant to repair and restore such Building(s) such that the remaining portion of the Building(s) may continue to be

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operated and (y) represent an award for the loss of Gaming Equipment, moving expenses and interruption of or damage to Tenant’s business; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself therefrom to the extent, if any, of (i) the reasonable expenses paid or incurred by Landlord in the collection of such moneys, and (ii) any other amounts then outstanding and owing to Landlord under this Lease. Such moneys shall be paid over to Tenant on the terms and subject to the conditions set forth in Article VII, as if, for this purpose, such moneys were insurance proceeds resulting from casualty to the Premises. Tenant agrees to undertake such Restoration on such terms and subject to such conditions to the extent of the availability of such proceeds and such additional funds as are necessary to complete the Restoration at Tenant’s own cost and expense.

Section 8.4 If only unimproved land shall be the subject of a Taking and Sections 8.2 and 8.3 do not apply, this Lease shall be unaffected by such Taking, and Tenant shall continue to pay the Base Rent, Supplementary Rent and Other Rent pursuant to Article II, and Landlord shall be entitled to receive the entire award in any proceeding with respect to such Taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award.

Section 8.5 If the use or occupancy of all or any part of the Premises shall be the subject of a temporary Taking during the Term of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award for such temporary Taking which represents compensation for the use and occupancy of the Premises and, if so awarded, for the temporary Taking of Gaming Equipment and for moving expenses, and that portion which represents reimbursement for the cost of Restoration of the Premises. This Lease shall be and remain unaffected by such temporary Taking and Tenant shall be responsible for all obligations hereunder not affected by such temporary Taking and shall continue to pay in full when due the Base Rent, Supplementary Rent and Other Rent pursuant to the provisions of this Lease. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use or occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period to and including the Expiration Date and Landlord shall receive so much as represents the period subsequent to the Expiration Date and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of Restoration of the Premises. All moneys received by Tenant as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the sums to be paid by Tenant hereunder have been paid by Tenant shall be received, held and applied by Tenant as a trust fund for payment of all sums payable by Tenant hereunder.

Section 8.6 Each party agrees to execute and deliver to each other and to applicable Governmental Authorities all documents and instruments that may be required to effectuate the provisions of this Article VIII.

Section 8.7 Notwithstanding the foregoing provisions of this Article VIII, all provisions contained in the Mortgage or any other Mortgage Loan Document with regard to a taking of the Premises or the related obligations of Landlord shall take precedence over and be in lieu of any inconsistent provisions in this Article VIII and, with respect to such obligations, shall be deemed to be obligations of Tenant hereunder.

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ARTICLE IX

ASSIGNMENT AND SUBLETTING

Section 9.1 Tenant shall not directly or indirectly (i) sell, assign, mortgage, convey, alienate, sublease or otherwise transfer, directly or indirectly, by operation of law or otherwise, this Lease, all or any portion of Tenant’s estate or interest in this Lease or the Premises, except as permitted in the Mortgage Loan Documents, (ii) permit any assignment of this Lease or any estate or interest therein by operation of law, (iii) grant any Sublease, (iv) permit the use of the Premises or any part thereof by any parties other than Tenant and its guests, (v) mortgage, encumber, pledge, grant a security interest in, collaterally assign or conditionally transfer this Lease or any Leased Personal Property incorporated in or used in connection with the Premises or any part thereof or any Subleases or any of the rents, issues and profits from a Sublease operator or any other commercial sublessee or Tenant’s estate or interest in the Premises or (vi) sell, convey or transfer, directly or indirectly, by operation of law or otherwise, any capital stock, membership interests, partnership interests, trust units, or any other direct or indirect equity interest in Tenant, in each case if same would result in Tenant no longer being directly or indirectly at least 50% owned and controlled by Qualified Transferees (each of the foregoing, a “Transfer”), without Landlord’s and Mortgagee’s prior written consent, except to the extent such Transfer is permitted under the Mortgage Loan Documents, which consent may be granted or withheld in Landlord’s and Mortgagee’s sole and absolute discretion. For the avoidance of doubt, the foregoing shall not prohibit or restrict Tenant’s right to delegate some or all of its rights in connection with the management or operation of the Premises pursuant to Section 4.2. Landlord and Tenant agree that any transactions whereby Tenant continues to be at least 50% owned and controlled by Holdings (provided there shall have been no Change in Control in Holdings) and/or other Qualified Transferees shall be permitted, provided that immediately prior to such Transfer, no Event of Default shall have occurred and be continuing and no Event of Default and subsequent to such Transfer, the beneficial ownership of Landlord and Tenant will be substantially identical. For purposes of this Article IX, the terms “control”, “controls” or “controlled by” shall mean possession, direct or indirect, of the power to direct or to cause the direction of, the management and policies of any Person or entity, whether through the ownership of voting securities, or partnership, membership or other equity interests, by contract or otherwise. Any attempted Transfer in violation of the terms and covenants of this Section 9.1 shall be void. Further, a Change in Control shall be deemed a Transfer hereunder and, unless clauses (ii) through (v) of Section 5.2.10(b) of the Mortgage Loan Agreement shall be satisfied, the same shall be prohibited and an Event of Default hereunder (and for the sake of clarity, nothing contained elsewhere in this Article IX or this Lease shall be deemed to limit or qualify the above terms of this sentence).

If Landlord consents in writing to a Transfer, (1) Tenant shall nevertheless at all times remain fully responsible and liable for payment of the Operating Lease Rent and for compliance with all of Tenant’s other duties, obligations and covenants under this Lease, (2) Tenant shall give prior written notice of such Transfer to Landlord and each Mortgagee, (3) any transferee of Tenant’s interest under this Lease shall be required to execute and deliver an assumption of all obligations of Tenant hereunder that are applicable to such Transfer, pursuant to an instrument satisfactory to Landlord, and (4) any such Transfer shall be conditioned upon obtaining and securing (A) all necessary Gaming Licenses and other approvals and consents of Governmental Authorities and (B) if required under the Mortgage Loan Documents, the consent of any Mortgagee, which consent may be withheld in Mortgagee’s sole discretion.

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Section 9.2 With respect to any Transfer requiring Landlord’s and any Mortgagee’s consent to a Transfer, Landlord and such Mortgagee shall be given not less than twenty (20) days’ advance written notice of the proposed Transfer, which notice shall be delivered to Landlord and such Mortgagee together with (i) a true and complete copy of the proposed instrument(s) of the Transfer, and (ii) such other information and documents as Landlord or such Mortgagee may request in its respective sole and absolute discretion. Tenant shall pay, on demand, Landlord’s and such Mortgagee’s reasonable costs and expenses in connection with their consideration of whether to grant any such consent to a Transfer (but no fee in excess of $750 shall be charged in connection therewith except as set forth in the Mortgage Loan Agreement). No Transfer may be consummated during the continuance of an Event of Default.

Section 9.3 Any consent by Landlord and Mortgagee under this Article IX shall apply only to the specific transaction thereby authorized and shall not relieve Tenant from the requirement of obtaining the prior written consent of Landlord and Mortgagee to any further Transfer of this Lease. No Transfer of all or any portion of this Lease shall release or relieve the original named Tenant from any obligations of Tenant hereunder unless otherwise agreed by Landlord and Mortgagee.

Section 9.4 If Landlord consents in writing to a Transfer involving a sublease, license, concession or other right of occupancy of all or any portion of the Premises (a “Sublease”), Tenant shall cause each subtenant, licensee, concessionaire and holder of such right of occupancy (each a “Subtenant” and collectively, the “Subtenants”) to comply with its obligations under its Sublease, and Tenant shall diligently enforce all of its rights thereunder in accordance with the terms of such Sublease and this Lease.

Section 9.5 The fact that a violation or breach of any of the terms, provisions or conditions of this Lease results from or is caused by an act or omission by any of the Subtenants shall not relieve Tenant of Tenant’s obligation to cure the same. Tenant shall take all necessary steps to prevent any such violation or breach.

Section 9.6 If this Lease is assigned, or if the Premises or any part thereof is subleased, licensed or occupied by anybody other than Tenant, Landlord may, after an Event of Default by Tenant, and in addition to any other remedies herein provided or provided by applicable law, collect all rent becoming due to Tenant directly from the Subtenants, and apply the net amount collected to the Operating Lease Rent herein reserved and all other sums due to Landlord by Tenant hereunder, but no such assignment, sublease, license, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the Subtenant as tenant, or a release of Tenant from the further performance by Tenant of the terms, covenants, and conditions on the part of Tenant to be observed or performed hereunder. Tenant hereby authorizes and directs any such Subtenant to make such payments of rent directly to Landlord, or into any collection account and/or cash management system required by any Mortgagee upon receipt of notice from Landlord or the Mortgagee, and each Sublease will contain this provision.

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No direct collection by Landlord from any such Subtenant shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder. After any assignment, subletting, license or occupancy or other Transfer, Tenant’s liability hereunder shall continue; provided that Tenant shall not be responsible for any liability arising as the result of any subsequent modification or amendment of this Lease by Landlord and any assignee of Tenant.

Section 9.7 To secure the prompt and full payment by Tenant of the Operating Lease Rent and the faithful performance by Tenant of all the other terms and conditions herein contained on its part to be kept and performed, Tenant hereby assigns, transfers and sets over unto Landlord and its successors and assigns, subject to the conditions hereinafter set forth, all of Tenant’s right, title and interest in and to all permitted subleases, assignments, licenses and occupancy agreements (each a “Sublease” and collectively, the “Subleases”) and hereby confers upon Landlord and its successors and assigns, and their respective agents and representatives, a right of entry (subject to prior notice) in, and sufficient possession of, the Premises to permit and insure the collection by Landlord of the rentals and other sums payable under the Subleases, and further agrees that the exercise of said right of entry and qualified possession by Landlord shall not constitute an eviction of Tenant from the Premises or any portion thereof and that should said right of entry and possession be denied Landlord, its agent or representative, Landlord, in the exercise of said right, may use all requisite force to gain and enjoy the same without responsibility or liability to Tenant, its servants, employees, guests or invitees, or any Person whomsoever; provided, however, that such assignment shall become operative and effective only if (a) an Event of Default shall occur and be continuing or (b) this Lease and the Term shall be cancelled or terminated pursuant to the terms, covenants and conditions hereof or (c) there occurs repossession under a dispossess warrant or other re-entry or repossession by Landlord under the provisions hereof or (d) a receiver for the Premises is appointed, and then only as to such of the Subleases that Landlord may elect to take over and assume. At any time and from time to time within ten (10) days after Landlord’s written demand, Tenant promptly shall deliver to Landlord a schedule of all Subleases, setting forth the names of all Subtenants, with a photostatic copy of each of the Subleases, certifying that the same constitute all of the Subleases and that the copies are true and complete. Upon reasonable request of Landlord, Tenant shall permit Landlord and its agents and representatives to inspect all Subleases affecting the Premises. Tenant covenants that each Sublease shall provide that the Subtenant thereunder shall be required from time to time, upon request of Landlord or Tenant, to execute, acknowledge and deliver, to and for the benefit of Landlord, an estoppel certificate confirming with respect to such Sublease the information set forth in Section 14.1 hereof.

Section 9.8 Tenant covenants and agrees that all Subleases hereafter entered into affecting the Premises shall provide that (a) they are subject and subordinate to this Lease in all respects (or such Sublease shall be subject and subordinate to this Lease by operation of law), (b) the term thereof shall not end less than one (1) day prior to the Expiration Date hereof, unless Landlord shall consent otherwise, which consent may be withheld in Landlord’s sole and absolute discretion, (c) the Subtenants will not pay rent or other sums under the Subleases with Tenant for more than one (1) month in advance, (d) the Subtenants shall give to Landlord at the address and otherwise in the manner specified in Section 21.8 hereof, a copy of any notice of default by Tenant as the landlord under the Subleases at the same time as, and whenever, any such notice of default shall be given by the Subtenants to Tenant, (e) in the event of the

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termination or expiration of this Lease prior to the Expiration Date hereof, any such Subtenant, at Landlord’s election, shall be obligated to attorn to and recognize Landlord as the lessor under such Sublease, in which event such Sublease shall continue in full force and effect as a direct lease between Landlord and the Subtenant upon all the terms and conditions of such Sublease, except as hereinafter provided. Any attornment required by Landlord of such Subtenant shall be effective and self-operative as of the date of any such termination or expiration of this Lease without the execution of any further instrument; provided, however, that such Subtenant shall agree, upon the request of Landlord, to execute and deliver any such instruments in recordable form and otherwise in form and substance satisfactory to Landlord in its sole and absolute discretion to evidence such attornment. With respect to any attornment required by Landlord of any Subtenant hereunder, (i) at the option of Landlord, Landlord shall recognize all rights and obligations of Tenant as the lessor under such Sublease and the Subtenant thereunder shall be obligated to Landlord to perform all of the obligations of the Subtenant under such Sublease and (ii) Landlord shall have no liability, prior to its becoming lessor under such Sublease, to such Subtenant nor shall the performance by such Subtenant of its obligations under the Sublease, whether prior to or after any such attornment, be subject to any defense, counterclaim or setoff by reason of any default by Tenant in the performance of any obligation to be performed by Tenant as lessor under such Sublease, nor shall Landlord be bound by any prepayment of more than one (1) month’s rent or any security deposit unless such prepayment shall have been expressly approved in writing by Landlord and Mortgagee or such deposit was received by Landlord. Landlord shall not unreasonably refuse a request by Tenant to enter into a subordination, non-disturbance and attornment agreement with any Subtenant. The provisions of this Section 9.8 shall survive the expiration or earlier termination of the Term.

Section 9.9 If Tenant assumes this Lease and proposes to assign the same pursuant to the Bankruptcy Code to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than fifteen (15) days after receipt of such offer by Tenant, but in any event no later than ten (10) days prior to the date that Tenant shall file any application or motion with a court of competent jurisdiction for authority and approval to enter into such assumption and assignment. Such notice shall set forth (a) the name and address of the assignee, (b) all of the terms and conditions of such offer, and (c) the proposal for providing adequate assurance of future performance by such Person under the Lease, including, without limitation, the assurance referred to in Section 365 of the Bankruptcy Code. Any Person to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease from and after the date of such assignment. Any such assignee shall execute and deliver to Landlord upon demand an instrument confirming such assumption.

Section 9.10 The term “adequate assurance of future performance” as used in this Lease shall mean (in addition to the assurances called for in Bankruptcy Code Section 365(1)) that any proposed assignee shall, if determined by the Bankruptcy Court to be appropriate under the circumstances (a) deposit with Landlord on the assumption of this Lease an amount equal to the greater of (i) two (2) times the then monthly Base Rent, Supplementary Rent and Other Rent or (ii) such other amount deemed by the Bankruptcy Court to be reasonably necessary for the adequate protection of Landlord under the circumstances, as security for the faithful performance and observance by such assignee of the terms and obligations of this Lease,

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(b) furnish Landlord with financial statements of such assignee for the prior three (3) fiscal years, as finally determined after an audit and certified as correct by a certified public accountant, which financial statements shall show a net worth at least equal to the amount of the deposit referenced in (a) above, (c) grant to Landlord a security interest in such property of the proposed assignee as Landlord shall deem necessary to secure such assignee’s future performance under this Lease, and (d) provide such other information or take such action as Landlord, in its reasonable judgment, shall determine is necessary to provide adequate assurance of the performance by such assignee of its obligations under the Lease.

Section 9.11 If, at any time after Tenant may have assigned Tenant’s interest in this Lease in a proceeding of the type described in Section 12.1(i) or (j), this Lease shall be disaffirmed or rejected in any proceeding of the type described in Section 12.1(i) or (j) hereof, or in any similar proceeding, or in the event of termination of this Lease by reason of any such proceeding or by reason of lapse of time following notice of termination given pursuant to Article XII based upon any of the events of default set forth in said Section 12.1(i) or (j), Tenant, upon request of Landlord given within thirty (30) days next following any such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (a) pay to Landlord all Base Rent, Supplementary Rent and Other Rent due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant”, enter into a new lease with Landlord for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the expiration date of the Term, unless sooner terminated as in such lease provided, at the same Base Rent, Supplementary Rent and Other Rent upon the then executory terms, covenants and conditions as are contained in this Lease, except that (i) Tenant’s rights under the new lease shall be subject to the possessory rights, if any, of the assignee under this Lease and the possessory rights of any Person claiming through or under such assignee or by virtue of any applicable law, (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant with due diligence, and (iii) such new lease shall require Tenant to pay all Base Rent, Supplementary Rent and Other Rent reserved in this Lease which, had this Lease not been so disaffirmed, rejected or terminated, would have accrued under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto. If Tenant shall default in its obligation to enter into said new lease for a period of ten (10) days next following Landlord’s request therefor, then in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against Tenant as if Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of Tenant’s default thereunder.

Section 9.12 (a) Licenses, certificates or permits held in the name of Tenant or an agent or representative of Tenant, which relate to the operation of the Premises, or the name of the Premises or the operations at the Premises, as then known to the general public (but excluding the items excluded in clauses (vii) and (viii) of Section 2.6(a)) shall upon Landlord’s written request upon an Event of Default, be assigned by Tenant to a replacement licensed operator of the Premises and/or a subsequent lessee identified by Landlord, except to the extent prohibited by applicable law or by the terms of such licenses, certificates or permits. If Tenant fails to make or refuses to recognize the assignment of any such licenses, permits or certificates, this provision of this Lease shall constitute an act of assignment to the replacement licensed operator and/or lessee identified by Landlord except to the extent such assignment is prohibited by Legal Requirement or the terms of such licenses, certificates or permits.

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(b) Tenant shall not and shall not allow any Person to abandon or surrender any material licenses, permits, certificates or authorizations required for or which relate to the operation of the Premises as casino and/or gaming operations without prior notice to, and receipt of written approval from, Landlord. Tenant shall not and shall not allow any Person to act or fail to act in any manner which will cause any material licenses, permits or certificates relating to the Premises, or the operation, use or maintenance thereof, to be revoked or not renewed by any Governmental Authority having jurisdiction thereof.

(c) Tenant shall not file bankruptcy, become insolvent, permit itself to become subject to any action seeking the appointment of a trustee, receiver, liquidator, custodian or similar official of Tenant or a substantial part of its assets, permit itself to become subject to any action of involuntary receivership, fail to pay its debts as they become due, or take any corporate action to authorize any of the foregoing without the prior written consent of Landlord. Tenant shall not take any steps or act in a manner that could reasonably be expected to have an adverse effect on Tenant’s Gaming License or that would prevent it from operating under such Gaming License at the Premises.

Section 9.13 The provisions of Sections 9.7, 9.8, 9.9, 9.10, 9.11 and 9.12 hereof shall survive the expiration or earlier termination of this Lease.

Section 9.14 Notwithstanding the foregoing provisions of this Article IX, all provisions contained in the Mortgage or any other Mortgage Loan Document in respect of assignments, Subleases and transfers of this Lease or the interest in Tenant shall take precedence over and be in lieu of any inconsistent provision provided for in this Article IX.

ARTICLE X

SUBORDINATION

Section 10.1 This Lease shall be subject and subordinate in all respects to all Mortgages now or hereafter in effect. At any Mortgagee’s direction, Tenant shall attorn to the Mortgagee, or any successor-in-interest to Landlord or the Mortgagee, including without limitation, any such party which takes title by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or alternative procedure, or any right or remedy at law or in equity. The transfer of the title to the Premises, any part thereof or any underlying lease to any Mortgagee, or any successor in interest to Landlord or Mortgagee by foreclosure, power of sale, deed in lieu of foreclosure, pursuant to a proceeding in bankruptcy or any alternative procedure, or any right or remedy at law or in equity shall not be considered a default or breach by Landlord of this Lease, which shall survive and remain in full force and effect. This Section 10.1 shall be self-operative and no further instrument of subordination shall be required to make the interest of any Mortgagee superior to the interest of Tenant hereunder. Notwithstanding the previous sentence, however, Tenant shall, together with the Mortgagee, execute and deliver promptly any certificate or agreement that Landlord and any Mortgagee may reasonably request in confirmation of such subordination, and Tenant grants to Landlord an

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irrevocable power of attorney coupled with an interest for the purpose of executing and delivering any such certificate or agreement for or on behalf of Tenant. In addition, Tenant agrees to provide all surveys, certifications, documents, agreements, instruments, reports and other assurances as Mortgagee may reasonably require Landlord to cause Tenant to deliver pursuant to the Mortgage Loan Documents. Upon any foreclosure of a Mortgage, the grant of any deed-in-lieu of foreclosure or any transfer pursuant to a proceeding in bankruptcy or otherwise, neither the Mortgagee nor anyone claiming by, through or under such Mortgagee shall be:

(a) liable for any act or omission of any prior Landlord (including, without limitation, the then defaulting Landlord);

(b) subject to any defense or offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord) which arise prior to the date such Mortgagee (or someone acquiring at a foreclosure sale related to the Mortgagee’s Mortgage) acquires title to the Premises or any part thereof or interest therein;

(c) bound by any payment of Operating Lease Rent which Tenant might have paid for more than the current month to any prior Landlord (including, without limitation, the then defaulting Landlord);

(d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Mortgagee or Landlord succeeded to any prior Landlord’s interest other than deposits and reserves received by such Mortgagee;

(e) bound by any obligation to perform any work or to make improvements to the Premises;

(f) bound by any modification, amendment or supplement to this Lease made without the prior written consent of the Mortgagee; or

(g) bound by any security deposit for Tenant’s obligations under this Lease unless such deposit is actually received by Mortgagee.

If required by any Mortgagee, Tenant promptly shall join in any subordination and attornment agreement to indicate its concurrence with the provisions thereof and its agreement, in the event of a foreclosure of any Mortgage. Tenant shall promptly so accept, execute and deliver any subordination and attornment agreement proposed by any Mortgagee which conforms with the provisions of this Section 10.1. Any subordination and attornment agreement may also contain other terms and conditions as may otherwise be required by any Mortgagee or Landlord which do not increase Tenant’s monetary obligations or materially and adversely affect the rights or obligations of Tenant under this Lease.

Section 10.2 (a) Tenant hereby agrees to give to any Mortgagee copies of all notices given by Tenant of default by Landlord under this Lease at the same time and in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and the same shall not be effective as against Landlord until so given to Mortgagee. Such Mortgagee shall have the right to remedy any default by Landlord under this Lease, or to cause any default of

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Landlord under this Lease to be remedied, and for such purpose Tenant hereby grants such Mortgagee such period of time as may be reasonable to enable such Mortgagee to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by such Mortgagee of any term, covenant, condition or agreement to be performed by Landlord under this Lease with the same force and effect as though performed by Landlord. No default by Landlord under this Lease shall exist or shall be deemed to exist (i) as long as such Mortgagee, in good faith, shall have commenced to cure such default and shall be prosecuting the same to completion with reasonable diligence, subject to Force Majeure, or (ii) if possession of the Premises or control of Landlord is required in order to cure such default, or if such default is not reasonably susceptible of being cured by such Mortgagee, as long as such Mortgagee, in good faith, shall have notified Tenant that such Mortgagee intends to institute proceedings under the applicable Loan Documents, and, thereafter, as long as such proceedings shall have been instituted and shall prosecute the same with reasonable diligence and, after having obtained possession, prosecutes the cure to completion with reasonable diligence (other than those not reasonably susceptible of cure by Mortgagee). This Lease shall not be modified or amended, or terminated, without Mortgagee’s prior written consent in each instance, which consent, in the case of non-material amendments or modifications, shall not be unreasonably withheld or delayed (it being agreed, however, that Mortgagee’s refusal to consent to any proposed amendment or modification that would be contrary to the terms of the Mortgage Loan Documents shall not be unreasonable). In the event of the termination of this Lease by reason of any default by Landlord hereunder or for any other reason whatsoever except the expiration thereof, upon such Mortgagee’s written request, given within thirty (30) days after any such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to such Mortgagee or its designee or nominee a new lease of the Premises for the remainder of the Term of this Lease upon all of the terms, covenants and conditions of this Lease. Neither such Mortgagee nor its designee or nominee shall otherwise become liable under this Lease unless and until such Mortgagee, or its designee or nominee becomes, and then only for so long as such Mortgagee, or its designee or nominee remains, the fee owner of the Premises. Mortgagee shall have the right, without Tenant’s consent and without liability to Tenant for any claim for damages or any other relief therefor or in connection therewith, to foreclose the Mortgage or accept a deed in lieu of foreclosure of such Mortgage, and in doing so, whether or not the same would occur by operation of law, terminate this Lease and evict Tenant from the Premises, provided, however, Landlord (or Mortgagee on behalf of Landlord) shall have the right at the time of such foreclosure or deed in lieu, to elect not to terminate this Lease at such time and shall, in such event, nevertheless retain the unilateral right at any time thereafter, on thirty (30) days’ notice to Tenant, to terminate this Lease and evict Tenant from the Premises, without liability to Tenant for any claim for damages or any other relief therefor or in connection therewith. For the avoidance of doubt, the foregoing is subject to the last paragraph of Section 12.2.

(b) In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to each Mortgagee, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such Mortgagee within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed

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following the giving of such notice and following the time when such Mortgagee shall have become entitled under the Mortgage Loan Documents to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy).

Section 10.3 Landlord and Tenant agree, for the benefit of the Lenders, to implement the lockbox arrangement described herein, in the Collection Account Agreement and in the Mortgage Loan Agreement.

Section 10.4 Tenant shall have the exclusive obligation to satisfy, pay and provide at its own expense, as Supplementary Rent, requirements for any Impositions, insurance premiums and FF&E reserves set forth in the Mortgage Loan Documents. Landlord agrees to withdraw funds from the FF&E Reserve Account, the Blocked Account (as defined in the Mortgage Loan Agreement) and the Working Capital Account as and when requested by Tenant, in accordance with the requirements set forth in the Mortgage Loan Documents, provided Tenant delivers to Landlord such receipts and other materials as are necessary in order for Landlord to satisfy the conditions to such release set forth in the Mortgage Loan Documents. Landlord agrees that disbursements from such reserves and escrows received by Landlord from the Mortgagee shall be paid to Tenant. Tenant shall use the funds from such reserves and escrows solely for the purposes set forth in and subject to the conditions set forth in the Mortgage Loan Documents. Notwithstanding the foregoing, (a) Tenant’s obligation to purchase FF&E and other Equipment in accordance with Section 5.2 hereof shall not be relieved or otherwise affected by Landlord’s failure (whether or not excused under the Mortgage Loan Documents) to provide funds to such FF&E Reserve Account or to disburse the same to Tenant, and (b) all FF&E and Equipment, immediately upon the acquisition thereof, shall and is intended to be the sole and exclusive property of Landlord, subject only to the terms of this Lease allowing Tenant to use the same until this Lease shall expire or terminate, and Tenant shall keep the same free and clear of all Liens.

Section 10.5 Intentionally Omitted.

Section 10.6 Tenant hereby acknowledges that on and as of the date of this Lease: (a) Collateral Agent is a Mortgagee and holds a first Mortgage on the Premises; (b) Landlord has provided to Tenant and Tenant has received copies of, and has reviewed, the Mortgage Loan Documents and the Mezzanine Loan Documents; (c) Tenant shall observe and perform, on a timely basis, to the extent applicable to Tenant, or the Premises, each term and condition under the Loan Documents, and any other Loan Documents which are hereafter delivered to Tenant; and (d) to the extent that the representations and warranties set forth in the Loan Documents and such other Loan Documents which are hereafter delivered to Tenant pertain to the Premises (or the use, operation or occupancy thereof), Legal Requirements, Gaming Licenses, Operating Permits, Subleases, Rents or Tenant, Tenant agrees that each of such representations and warranties is hereby incorporated into this Lease by reference as if set forth herein at length such that Tenant hereby represents and warrants to Landlord each and every such representation and warranty.

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ARTICLE XI

OBLIGATIONS OF TENANT

Section 11.1 Tenant shall promptly comply in all material respects with all Legal Requirements with respect to the Premises (or any part thereof) and/or the use and occupation thereof by Tenant, whether any of the same relate to or require (i) structural changes to or in and about the Premises, or (ii) changes or requirements incident to or as the result of any use or occupation thereof or otherwise, and subject to Article VII, Tenant shall so perform and comply, whether or not such Legal Requirements shall now exist or shall hereafter be enacted or promulgated and whether or not the same may be said to be within the present contemplation of the parties hereto. The foregoing shall include, without limitation, present and future compliance with the provisions of the Americans with Disabilities Act. In addition, Tenant will comply with the applicable provisions of ERISA and of the regulations and published interpretations thereunder and shall furnish to Landlord and Mortgagee promptly after any officer of Tenant either knows, or has a reasonable basis to know, notice that any violation or other reportable event (including the events set forth in Section 4043(b) of ERISA) has occurred.

Section 11.2 Tenant agrees to give Landlord notice of any notice, assessment, claim, demand, communication, violation, summons, complaint, investigation, termination, suspension, or revocation made, issued or adopted by any of the Governmental Authorities (including, without limitation, the Gaming Authorities) hereinbefore mentioned affecting in a material adverse manner (i) the Premises, (ii) the use, maintenance, occupancy, repair or restoration thereof or (iii) the financial condition of Tenant, a copy of which is served upon or received by Tenant, or a copy of which is posted on, or fastened or attached to the Premises, or otherwise brought to the attention of Tenant, by mailing within five (5) Business Days after such service, receipt, posting, fastening or attaching or after the same otherwise comes to the attention of Tenant, a copy of each and every one thereof to Landlord and Mortgagee. At the same time, Tenant will inform Landlord as to the Work which Tenant proposes to do or take in order to comply therewith. Notwithstanding the foregoing, however, if such Work would require any Alterations which would, in Landlord’s opinion, reduce the value of the Premises or change the general character, design or use of any of the Buildings or other improvements thereon, and if Tenant does not desire to contest the same, Tenant shall, if Landlord so requests, defer compliance therewith in order that Landlord may, if Landlord wishes, contest or seek modification of or other relief with respect to such Legal Requirements, so long as Tenant is not put in violation of any Legal Requirements, but nothing herein shall relieve Tenant of the duty and obligation, at Tenant’s expense, to comply with such Legal Requirements, or such Legal Requirements as modified, whenever Landlord shall so direct.

Section 11.3 Tenant shall defend, protect, indemnify and save harmless Landlord, Lender (which, for purposes of determining “Indemnified Parties”, shall include any noteholder in respect of the applicable Loan Documents and any servicer on behalf of any such noteholder), each of their respective Affiliates, any partners, members or managers thereof, any partners, members or managers of any such partners, members or managers, and any partners, members, managers, officers, stockholders, trustees, directors or employees of any of the foregoing and any successors and/or assigns of any of the foregoing (each an “Indemnified Party” and collectively, “Indemnified Parties”), from and against and shall reimburse such

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parties for (a) any and all liabilities, obligations, losses, penalties, costs, charges, judgments, claims, causes of actions, suits, damages, fees and expenses (including attorneys’ fees and expenses) (collectively, “Claims”) (1) arising from or under this Lease or Tenant’s use, occupancy and operations of, in or about the Premises during the Term, (2) arising from the ownership, operation [(whether as a casino, or any ancillary uses, as permitted hereunder)], maintenance, management, use, regulation, development, expansion or construction of the Premises, including any of the foregoing in relation to the Gaming Equipment, (3) arising from working capital or other operating liabilities relating to the Premises (or the use thereof) covered by this Lease, including without limitation, any employment or labor matters of any kind (including any matters relating to collective bargaining agreements or pension liability and related matters, if applicable), Claims of Governmental Authorities, employee Claims, payroll and payroll overhead Claims, benefit program Claims, and other Claims relating to the liabilities of the Premises (or the use thereof), in each case which are attributable to occurrences during or prior to the Term that the Premises is leased by Tenant or (4) which may be imposed upon or incurred or paid by or asserted against the Indemnified Parties by reason of or in connection with (i) any accident, injury, death or damage to any Person or property occurring in, on or about the Premises or any portion thereof or any adjacent street, alley, sidewalk, curb, or passageway; (ii) any changes, alterations, repairs and anything done in, on or about the Premises or any part thereof in connection with such changes, alterations and repairs; (iii) the use, non-use, occupation, condition, operation, maintenance or management of the Premises or any part thereof, or any adjacent street, alley, sidewalk, curb, or passageway; (iv) any negligent act or omission on the part of Tenant, any Subtenants or any of Tenant’s or Subtenant’s agents, contractors, servants, employees, space tenants, licensees, assignees, or subtenants; (v) the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof; (vi) any violation by Tenant (or by any agent, contractor or Subtenant then upon or using the Premises) of any provision of this Lease including, but not limited to, Article VII hereof, or any breach or violation of any Legal Requirement (including, without limitation, any Gaming Law) by Tenant or its agents, concessionaires, contractors, Subtenants, servants, vendors, materialmen or suppliers; or (vii) the condition of the Premises, or of any buildings or other structures now or hereafter situated thereon, or the fixtures or personal property thereon or therein, to the extent such events described in the foregoing clauses (i) through (vii) occur during or prior to the Term; and (b) all costs, expenses and liabilities incurred, including actual, customary and reasonable attorney’s fees and disbursements through and including appellate proceedings, in or in connection with any of such Claims; provided that in no event shall any Indemnified Party be indemnified for any Claim arising from its gross negligence, willful misconduct, illegal acts or fraud and in no event shall Tenant have any liability under this Section 11.3 to any Indemnified Party in respect of any consequential or punitive damages or diminution of value. If any action or proceeding shall be brought against any of the Indemnified Parties by reason of any such Claims, Tenant, upon notice from any of the Indemnified Parties, shall resist and defend such action or proceeding, at its sole cost and expense by counsel to be selected by Tenant but otherwise satisfactory to such Indemnified Party in its reasonable discretion. Tenant or its counsel shall keep each Indemnified Party fully apprised at all times of the status of such defense. If Tenant shall fail to defend such action or proceeding, such an Indemnified Party may retain its own attorneys to defend or assist in defending any such claim, action or proceeding, and Tenant shall pay the actual, customary and reasonable fees and disbursements of such attorneys. The terms and provisions of this

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Section 11.3 shall not in any way be affected by the absence of insurance covering such occurrence or claim or by the failure or refusal of any insurance company to perform any obligation on its part. The provisions of this Section 11.3 shall survive the expiration or earlier termination of this Lease. Tenant shall not enter into any settlement of a Claim which would impose a monetary liability on, or require an admission of liability, fault or other responsibility by, any Indemnified Party without the written consent of such Indemnified Party. Any insurance proceeds actually received by an Indemnified Party shall be credited against the indemnification otherwise to be provided herein. An Indemnified Party shall give prompt written notice to Tenant of any Claim for which it seeks indemnification hereunder, but delay in providing such notice shall not relieve Tenant of its indemnification obligations, except to the extent such delay materially prejudiced Tenant’s ability to defend such Claim. Nothing contained herein shall be construed to create a benefit for a third party except for Lenders and for other Indemnified Parties.

Section 11.4 If at any time prior to or during the Term (or within the statutory period thereafter if attributable to Tenant), any mechanic’s or other Lien or order for payment of money, which shall have been either created by, caused (directly or indirectly) by, or suffered against Tenant or any Person claiming by, through or under Tenant (or any predecessor-in-interest to Tenant), shall be filed against the Premises or any part thereof, Tenant, at its sole cost and expense, shall cause the same to be discharged by payment, bonding or otherwise, within sixty (60) days after Tenant receives notice of the filing thereof unless (i) such Lien or order is contested by Tenant in good faith and (ii) Tenant provides sufficient security or evidence of financial ability, in each case to the satisfaction of Landlord and Mortgagee (in their respective sole and absolute discretion), to pay the amount of such Lien or order; provided that, if the Lien or order in question is the responsibility of a Subtenant under its Sublease and no other material default under such Sublease (after applicable notice and grace) has occurred and in continuing, then Tenant shall be deemed to satisfy the requirement set forth in clause (i) above so long as it is diligently enforcing its rights under such Sublease against such Subtenant. Tenant shall, upon notice and request in writing by Landlord or Mortgagee, defend for Landlord and Mortgagee, at Tenant’s sole cost and expense, any action or proceeding which may be brought on or for the enforcement of any such Lien or order for payment of money, and will pay any damages and satisfy and discharge any judgment entered in such action or proceeding and save harmless Landlord and Mortgagee from any liability, claim or damage resulting therefrom. In default of Tenant’s procuring the discharge of any such Lien as aforesaid Landlord and Mortgagee may, without notice, and without prejudice to its other remedies hereunder, procure the discharge thereof by bonding or payment or otherwise, and all cost and expense which Landlord and Mortgagee shall incur shall be paid by Tenant to Landlord or Mortgagee, as applicable, as Other Rent forthwith.

Section 11.5 Landlord shall not under any circumstances be liable to pay for any work, labor or services rendered or materials furnished to or for the account of Tenant upon or in connection with the Premises, and no mechanic’s or other Lien for such work, labor or services or material furnished shall, under any circumstances, attach to or affect the reversionary interest of Landlord in and to the Premises or any alterations, repairs, or improvements to be erected or made thereon. Nothing contained in this Lease shall be deemed or construed in any way as constituting the request or consent of Landlord, either express or implied, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any

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materials for any specific improvement, alteration to or repair of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials on behalf of Landlord that would give rise to the filing of any Lien against the Premises. [Pursuant to Section 108.234 of Nevada Revised Statutes (“NRS”), Landlord hereby informs Tenant that Tenant must comply with the requirements of NRS § 108.2403 & NRS § 108.2407. Tenant shall take all actions necessary under Nevada law to ensure that no liens encumbering Landlord’s interest in the Premises arise as a result of Tenant’s Work, which actions shall include, without limitation, the recording of a notice of posted security in the Official Records of Clark County, Nevada, in accordance with NRS § 108.2403, and either (i) establish a construction disbursement account pursuant to NRS § 108.2403(1)(b)(1), or (ii) furnish and record, in accordance with NRS § 108.2403(1)(b)(2), a surety bond for the prime contract for Tenant’s Work at the Premises that meets the requirements of NRS § 108.2415. Tenant shall notify Landlord of the name and address of Tenant’s prime contractor who will be performing Work on behalf of Tenant as soon as it is known. Tenant shall notify Landlord immediately upon the signing of any contract with the prime contractor for the construction, alteration or repair of any portion of the Premises. Tenant may not enter the Premises to begin Work or any portion thereof on the Premises until Tenant has delivered evidence satisfactory to Landlord that Tenant has complied with the terms of this Section 11.5. Failure by Tenant to comply with the terms of this Section 11.5 shall permit Landlord to declare Tenant in default of this Lease.]

Section 11.6 Neither Landlord nor its agents shall be liable for any loss of or damage to the property of Tenant or others by reason of casualty, theft or otherwise, or due to any interruption or failure of any services or use or the operation or management of the Premises, or due to any building on the Premises being defective or improperly constructed, or being or becoming out of repair, or for any injury or damage to Persons or property resulting from any cause of whatsoever nature (nor shall such party be liable for any such loss which is caused by or arises from the negligence of Landlord or its agents).

Section 11.7 Landlord shall not be required to furnish to Tenant any facilities or services of any kind whatsoever, including, but not limited to, water, steam, heat, gas, oil, hot water, and/or electricity, all of which Tenant represents and warrants that Tenant has obtained from the public utility supplying the same, at Tenant’s sole cost and expense. Upon Tenant’s written request, however, Landlord agrees to cooperate with Tenant (at no cost to Landlord) with respect to such services.

Section 11.8 Tenant will qualify to do business and remain in good standing under the laws of each jurisdiction (including, without limitation, under any all Gaming Laws, if applicable, and Legal Requirements) as and to the extent required for the use, ownership, lease, operation, maintenance or repair of the Premises.

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ARTICLE XII

DEFAULT BY TENANT; REMEDIES

Section 12.1 Each of the following shall be deemed an event of default (an “Event of Default”) and a breach of this Lease by Tenant:

(a) The failure of Tenant to pay when due, any portion of any installment of Base Rent due from Tenant under this Lease on the date such payment is due (it being understood that, with respect to any monthly installment of Base Rent, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (a) if, on the date such payment is due, there is transferred from the Collection Account to the Cash Management Account the monthly installment of Base Rent due from Tenant under this Lease);

(b) The failure of Tenant to pay when due, any portion of any installment or amount of Supplementary Rent due from Tenant under this Lease on the date such payment is due (it being understood that, with respect to any installment or amount of Supplementary Rent due, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (b) if, on the date such payment or amount is due, there is transferred from the Collection Account to the Cash Management Account the installment or amount of Supplementary Rent due from Tenant under this Lease);

(c) The failure of Tenant to pay any portion of any amount of Other Rent due from Tenant under this Lease on the date which is ten days after any such payment is due (it being understood that, with respect to any installment or amount of Other Rent due, and provided no other Event of Default shall exist, Tenant shall not be in default under this subparagraph (c) if, on the date such payment or amount is due (or on the date which is ten days after any such payment is due), there is transferred from the Collection Account to the Cash Management Account the installment or amount of Other Rent due from Tenant under this Lease);

(d) The failure to keep the insurance policies required hereunder in full force and effect; the failure to deliver a certificate of insurance with respect to the insurance policies required hereunder within two (2) Business Days after a request by Landlord or any Mortgagee; and the failure to deliver certified copies of the insurance policies required hereunder within fifteen (15) days after a request by Landlord or Mortgagee, all in accordance with Article VI;

(e) The failure of Tenant or Lease Guarantor to comply with or observe any of the other material provisions, agreements, conditions, covenants or terms contained in this Lease or the Operating Lease Guaranty, respectively, for thirty (30) days after written notice by Landlord or Mortgagee to Tenant or Lease Guarantor describing such default with reasonable specificity, or if such default is a non-monetary default and of such a nature that it cannot be completely remedied within said thirty (30) day period, the failure of Tenant or Lease Guarantor to commence the cure of such default within such thirty (30) day period and thereafter diligently prosecute and complete the cure within 120 days after the original written notice of default by Landlord or Mortgagee to Tenant or Lease Guarantor;

(f) A Transfer in respect of Tenant or the Premises or this Lease without strict compliance with Article IX of this Lease; or Tenant shall incur any Indebtedness other than Permitted Indebtedness;

(g) The (i) initiation of any proceeding whereupon the estate or interest of Tenant in the Premises, or any portion thereof, or in this Lease is levied upon or attached, or (ii) taking of Tenant’s leasehold estate by execution or other process of law other than as provided in Article VIII, which proceeding or taking, as the case may be, is not vacated, discharged, dismissed or otherwise reversed within thirty (30) days thereafter;

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(h) An Event of Default under (and as defined in) any of the Other Operating Leases;

(i) (i) Tenant shall commence any case, proceeding or other action (A) under any existing or future Legal Requirement relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Tenant, or seeking to adjudicate Tenant a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Tenant or Tenant’s debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Tenant’s property; or (ii) Tenant shall become insolvent or make a general assignment for the benefit of Tenant’s creditors or shall make a transfer in fraud of creditors; or (iii) there shall be commenced against Tenant any case, proceeding or other action of a nature referred to in clause (i) above (including involuntary bankruptcy) or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Tenant’s property, which case, proceeding or other action (A) results in the entry of an order for relief or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; or (iv) Tenant shall take any action consenting to or approving of any of the acts set forth in clause (i) or (ii) above; or (v) Tenant shall generally not, or shall be unable to, pay Tenant’s debts as they become due or shall admit in writing Tenant’s inability to pay Tenant’s debts;

(j) (i) Lease Guarantor shall commence any case, proceeding or other action (A) under any existing or future Legal Requirement relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Lease Guarantor, or seeking to adjudicate Lease Guarantor a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution, composition or other relief with respect to Lease Guarantor or Lease Guarantor’s debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for Tenant or for all or any substantial part of Lease Guarantor’s property; or (ii) Lease Guarantor shall become insolvent or make a general assignment for the benefit of Lease Guarantor’s creditors or shall make a transfer in fraud of creditors; or (iii) there shall be commenced against Lease Guarantor any case, proceeding or other action of a nature referred to in clause (i) above (including involuntary bankruptcy) or seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Lease Guarantor’s property, which case, proceeding or other action (A) results in the entry of an order for relief or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; or (iv) Lease Guarantor shall take any action consenting to or approving of any of the acts set forth in clause (i) or (ii) above; or (v) Lease Guarantor shall generally not, or shall be unable to, pay Lease Guarantor’s debts as they become due or shall admit in writing Lease Guarantor’s inability to pay Lease Guarantor’s debts;

(k) If Tenant is a corporation (or partnership or limited liability company) and shall cease to exist as a corporation (or partnership or limited liability company) in good standing in the state of its incorporation (or formation) (unless Tenant simultaneously becomes incorporated (or formed) and in good standing in another state) or if Tenant is a partnership or limited liability company or other entity and Tenant shall be dissolved or otherwise liquidated,

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then if Tenant does not completely remedy such default immediately (or if Tenant’s only knowledge of such default is by receipt of written notice of such default, then within the thirty (30) day period following receipt of such written notice); provided that, Tenant is permitted to make such changes otherwise permitted under Section 10.17 of the Mortgage Loan Agreement;

(l) If Lease Guarantor is a corporation (or partnership or limited liability company) and shall cease to exist as a corporation (or partnership or limited liability company) in good standing in the state of its incorporation (or formation) (unless Lease Guarantor simultaneously becomes incorporated (or formed) and in good standing in another state) or if Lease Guarantor is a partnership or limited liability company or other entity and Lease Guarantor shall be dissolved or otherwise liquidated, then if Lease Guarantor does not completely remedy such default immediately (or if Lease Guarantor’s only knowledge of such default is by receipt of written notice of such default, then within the thirty (30) day period following receipt of such written notice);

(m) Tenant fails to execute any certificate or agreement that Landlord or Mortgagee may reasonably request confirming the subordination required pursuant to Article X or estoppel certificate required pursuant to Article XIV within ten (10) days after Tenant’s receipt thereof;

(n) Any permanent revocation, termination, suspension or other loss of any Gaming License relating to the Premises (or the use or operation thereof as a casino) or the taking of any action by a Governmental Authority requiring the suspension, closure or inability to operate the Premises (or portions thereof) as a casino or gaming operation or in the ordinary course of business (provided, however, that in the case of a suspension or other action which is temporary and not irrevocable, and which does not require a closure of the Premises, Tenant shall have failed to fully cure the applicable violations and restore full use of the Gaming License within one hundred twenty (120) days after the action was initially taken or, if shorter, the time for cure set by the Governmental Authority);

(o) Any permanent suspension, debarment or disqualification of Tenant from being a casino and gaming operator or holder of any Gaming License;

(p) Any material representation or warranty made by Tenant herein or in any report, certificate, financial statement or other instrument, agreement or document furnished to Landlord or Lender shall have been materially false or misleading in any material respect as of the date such representation or warranty was made and if susceptible to cure is not cured within the time periods set forth in clause (e) of this Section; and

(q) Any material representation or warranty made by Lease Guarantor in the Operating Lease Guaranty or in any report, certificate, financial statement or other instrument, agreement or document furnished to Landlord or Lender shall have been materially false or misleading in any material respect as of the date such representation or warranty was made and if susceptible to cure is not cured within the time periods set forth in clause (e) of this Section.

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Section 12.2 Upon the occurrence of an Event of Default, Landlord may, at any time thereafter, without limiting Landlord in the exercise of any right or remedy at law or in equity that Landlord may have by reason of such Event of Default, at its option pursue any one or more of the following remedies without any further notice or demand whatsoever, in each case, to the extent permitted by applicable law (provided that any notice required as specified in this Section 12.2 must be joined in, and the exercise of any remedies as described in this Section 12.2 must be approved, by Mortgagee):

(a) Terminate this Lease by issuing written notice of termination to Tenant, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord may without notice and without prejudice to any other remedy Landlord may have, but, subject to Legal Requirements, including, without limitation, any requirement that the occupant needs to be the holder of a Gaming License, peaceably enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor, and upon any such termination, Tenant agrees that in addition to its liability for the payment of arrearages of Operating Lease Rent due and owing by Tenant to Landlord under this Lease upon such termination, Tenant shall be liable to Landlord for damages. Tenant shall pay to Landlord as damages on the same days as the Operating Lease Rent are due hereunder, the total amount of such Operating Lease Rent payments plus a reimbursement for all unamortized tenant allowances and concessions, less such part, if any, of such payments that Landlord shall have been able to collect from a new tenant upon reletting; provided, however, that Landlord shall have no obligation to Tenant to relet the Premises so as to mitigate the amount for which Tenant is liable unless required by applicable law. Landlord shall have the right at any time to demand final settlement. Upon demand for a final settlement, Landlord shall have the right to receive, and Tenant hereby agrees to pay, as damages for Tenant’s breach, the total rental provided for in this Lease for the remainder of the Term discounted to present value using a discount rate equal to United States Treasury Securities having comparable maturities to such rental payments plus 3.0%.

(b) Enter upon and take possession of the Premises without terminating this Lease and expel or remove Tenant and its effects therefrom without being liable to prosecution or any claim for damages therefor, and Landlord may relet the Premises for the account of Tenant. Tenant shall pay to Landlord all arrearages of Base Rent, Supplementary Rent and Other Rent due and owing by Tenant to Landlord, and Tenant shall also pay to Landlord during each month of the unexpired Term the installments of Base Rent and other sums due hereunder, less such part, if any, that Landlord shall have been able to collect from a new tenant upon reletting; provided, however, that Landlord shall have no obligation to this Tenant to relet the Premises so as to mitigate the amount for which Tenant is liable unless required by applicable law. In the event Landlord exercises the rights and remedies afforded to it under this Section 12.2(b) and then subsequently elects to terminate this Lease, Tenant shall be liable to Landlord for damages as set forth in Section 12.2(a) above and Landlord shall have the right at any time to demand final settlement as provided therein.

(c) To the extent permitted by applicable law, cause the transfer of Gaming Licenses and other [Operating Permits] relating to the Premises and the operation and management of the Premises and leasing of the Premises to any replacement operator, manager or tenant of the Premises identified by Landlord, and after such replacement operator, manager or tenant obtains all appropriate Gaming Licenses, Tenant shall cooperate with Landlord to (i) transfer all books and records [to the extent relating solely] to the Premises and used in

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connection with the operation of the Premises, and (ii) continue to perform the Diligence Activities and provide Transition Services during the Transition Period as required by Section 4.4 to the replacement operator, manager or tenant so as to provide continuation of [casino operations] and minimize disruption.

(d) Enforce, by all legal suits and other means, its rights hereunder, including the collection of Operating Lease Rent and all other sums payable by (or to be collected from) Tenant hereunder, without re-entering or resuming possession of the Premises and without terminating this Lease.

(e) Do whatever Tenant is obligated to do by the provisions of this Lease, may peaceably enter the Premises in order to accomplish this purpose and may make any reasonable expenditure or incur any reasonable obligation for the payment of money in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses. Tenant agrees to reimburse Landlord immediately upon demand for any expenses which Landlord may incur in its actions pursuant to this Section 12.2(e), with interest thereon at the Default Rate from the date of demand until paid and such amount shall be deemed to be Other Rent hereunder.

(f) To the extent permitted by Legal Requirements (including Gaming Licenses), and in coordination with a transition to a replacement facility operator or manager: peaceably enter upon the Premises and change, alter, or modify the door locks on all entry doors of the Premises, and permanently or temporarily exclude Tenant, and its agents, employees, representatives and invitees, from the Premises. In the event that Landlord either permanently excludes Tenant from the Premises or terminates this Lease on account of Tenant’s default, Landlord shall not be obligated thereafter to provide Tenant with a key to the Premises at any time, regardless of any amounts subsequently paid by Tenant. If Landlord elects to exclude Tenant from the Premises temporarily without permanently repossessing the Premises or terminating this Lease, then Landlord shall not be obligated to provide Tenant with a key to reenter the Premises until such time as all delinquent rent and other amounts due under this Lease have been paid in full and all other defaults, if any, have been cured and Tenant shall have given Landlord evidence reasonably satisfactory to Landlord that Tenant has the ability to comply with its remaining obligations under this Lease; and if Landlord temporarily excludes Tenant from the Premises, Landlord shall have the right thereafter to permanently exclude Tenant from the Premises or terminate this Lease at any time before Tenant pays all delinquent rent, cures all other defaults and furnishes such evidence to Landlord. A key to the Premises will be furnished to Tenant only during Landlord’s normal business hours. Landlord’s exclusion of Tenant from the Premises shall not constitute a permanent exclusion of Tenant from the Premises or a termination of this Lease unless Landlord so notifies Tenant in writing. Landlord shall not be obligated to place a written notice on the Premises on the front door thereof explaining Landlord’s action or stating the name, address or telephone number of any individual or company from which a new key may be obtained. In the event Landlord permanently or temporarily excludes Tenant from the Premises or terminates this Lease, and Tenant owns property that has been left in the Premises but which is not subject to any statutory or contractual Lien or security interest held by Landlord as security for Tenant’s obligations, Tenant shall have the right to promptly so notify Landlord in writing, specifying the items of property not covered by any such Lien or security interest and which Tenant desires to retrieve from the Premises.

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Landlord shall have the right to either (i) escort Tenant to the Premises to allow Tenant to retrieve Tenant’s property not covered by any such Lien or security interest, or (ii) remove such property itself and make it available to Tenant at a time and place designated by Landlord. In the event Landlord elects to remove such property itself as provided in the immediately preceding clause (ii), Landlord shall not be obligated to remove such property or deliver it to Tenant unless Tenant shall pay to Landlord, in advance, an amount of cash equal to the amount that Landlord estimates Landlord will be required to reasonably expend in order to remove such property and make it available to Tenant, including all reasonable moving or storage charges theretofore or thereafter incurred by Landlord with respect to such property. If Tenant pays such estimated amount to Landlord and the actual amount incurred by Landlord differs from the estimated amount, Tenant shall pay any additional amounts to Landlord on demand or Landlord shall refund any excess amounts paid by Tenant to Tenant on demand.

(g) Terminate Tenant’s rights under any one or more of Sections 3.2, 3.3, 7.1 and 7.2.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law or equity. Exercise of such remedies shall be in compliance with the requirements of Gaming Licenses, Gaming Laws and Governmental Authorities, and in coordination with a transition to a replacement facility operator or manager. [Notwithstanding the foregoing, or anything else herein, with respect to Gaming Licenses, Gaming Laws or related Governmental Authorities of the State of New Jersey, no such Gaming Licenses, Gaming Laws or Governmental Authorities shall affect the rights or remedies of Landlord under this Lease, except to the extent of the enforcement of remedies relating to the control of casino operations in New Jersey.] Any entry by Landlord upon the Premises may be by use of a master or duplicate key or electronic pass card or any locksmith’s entry procedure or other means. Any reletting by Landlord (if any) shall be without notice to Tenant, and if Landlord has not terminated this Lease, the reletting may be in the name of Tenant or Landlord, as Landlord shall elect. Any reletting shall be for such term or terms (which may be greater or less than the period which, in the absence of a termination of this Lease, would otherwise constitute the balance of the Term) and on such terms and conditions (which may include free rent, rental concessions or tenant inducements of any nature) as Landlord in its sole and absolute discretion may determine, and Landlord may collect and receive any rents payable by reason of such reletting. In the event of any reletting, Tenant shall pay to Landlord on demand the reasonable cost of renovating, repairing and altering the Premises for a new tenant or tenants, and the cost of advertisements, brokerage fees, reasonable attorney’s fees and other costs and expenses incurred by Landlord in connection with such reletting (consistent with local market conditions). In the event any rentals actually collected by Landlord upon any such reletting for any calendar month are in excess of the amount of rental payable by Tenant under this Lease for the same calendar month, the amount of such excess shall belong solely to Landlord and Tenant shall have no right with respect thereto. In the event it is necessary for Landlord to institute suit against Tenant in order to collect the rental due hereunder or any deficiency between the rental provided for by this Lease for a calendar month and the rental actually collected by Landlord for such calendar month, Landlord shall have the right to allow such deficiency to accumulate and to bring an action upon several or all of such rental deficiencies at one time. No suit shall prejudice in any way the right of Landlord to bring a similar action for any subsequent rental deficiency or deficiencies.

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Notwithstanding the foregoing, or anything else in this Lease to the contrary, if any Transition Period (as defined in the Management Agreement) shall exist, this Lease shall not terminate prior to the expiration or earlier termination of such Transition Period.

Section 12.3 Subject to the terms of Section 12.2 above, upon the exercise by Landlord of any of the remedies contained in this Lease, at law or in equity, no re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention be given to Tenant by Landlord and Mortgagee. Notwithstanding any such reletting or re-entry to take possession, Landlord may at any time thereafter elect to terminate this Lease for a previous then continuing uncured default. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing by Landlord and Mortgagee.

Section 12.4 No taking of possession of and/or reletting the Premises, or any part thereof, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, repossession or reletting.

Section 12.5 To the extent not prohibited by applicable law, Tenant hereby waives and releases all rights now or hereafter conferred by statute or otherwise which would have the effect of limiting or modifying any of the provisions of this Article XII. Tenant shall execute, acknowledge and deliver any instruments which Landlord may request, whether before or after the occurrence of an Event of Default, evidencing such waiver or release.

Section 12.6 To the extent permitted by applicable law, the Operating Lease Rent payable by Tenant hereunder and each and every installment thereof, and all costs, actual, customary and reasonable attorneys’ fees and disbursements and other expenses which may be incurred by Landlord in enforcing the provisions of this Lease on account of any delinquency of Tenant in carrying out the provisions of this Lease shall be and they hereby are declared to constitute a valid Lien upon the interest of Tenant in this Lease and in the Premises.

Section 12.7 Suit or suits for the recovery of damages, or for a sum equal to any installment or installments of Operating Lease Rent payable hereunder or any deficiencies or other sums payable by Tenant to Landlord pursuant to this Article XII, may be brought by Landlord from time to time at Landlord’s election, and nothing herein contained shall be deemed to require Landlord to await the date whereon this Lease or the Term would have expired by limitation had there been no Event of Default by Tenant and termination.

Section 12.8 Nothing contained in this Article XII shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed by Legal Requirement governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount shall be greater than, equal to or less than the amount of the damages referred to in any of the preceding Sections of this Article XII.

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Section 12.9 Except as otherwise expressly provided herein or as prohibited by applicable law, Tenant hereby expressly waives the service of any notice of intention to re-enter provided for in any statute, or of the institution of legal proceedings to that end, and Tenant, for and on behalf of itself and all Persons claiming through or under Tenant, also waives any and all right of redemption provided by any Legal Requirement or statute now in force or hereafter enacted or otherwise, or re-entry or repossession or to restore the operation of this Lease in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge or in case of re-entry or repossession by Landlord or in case of any expiration or termination of this Lease.

Section 12.10 No failure by Landlord to insist upon the strict performance of any covenant, agreement, term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, or receipt or acceptance of Operating Lease Rent with knowledge of or during the continuance of any such breach, shall constitute a waiver or relinquishment of any such breach or of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

Section 12.11 In the event of any breach by Tenant of any of the covenants, agreements, terms or conditions contained in this Lease, Landlord shall be entitled to a decree compelling performance of any of the provisions hereof and the restraint by injunction of the violation or attempted or threatened violation of any of the terms, covenants and conditions of this Lease, and shall have the right to invoke any rights and remedies allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Lease. The rights granted to Landlord in this Lease shall be cumulative of every other right or remedy which Landlord may otherwise have at law, in equity or otherwise, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

Section 12.12 Tenant shall pay to Landlord and each other Indemnified Party all reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by such Indemnified Party in any action or proceeding to which such Indemnified Party may be made a party by reason of any act or omission of Tenant. Tenant also shall pay to Landlord and each other Indemnified Party all reasonable costs and expenses, including, without limitation, actual, customary and reasonable attorneys’ fees and disbursements, incurred by Landlord and any Lender in enforcing any of the covenants and provisions of this Lease and incurred in any action brought by Landlord or such Lender against Tenant on account of the provisions hereof, and all such costs, expenses and attorneys’ fees and disbursements may be included in and form a part of any judgment entered in any proceeding brought by Landlord or such Lender against Tenant on or under this Lease; provided, however, that Tenant shall only be obligated to pay to the extent that Landlord or such Lender is successful in such action. All of the sums paid or obligations incurred by Landlord or such Lender as aforesaid, with interest (at the Default Rate) and costs, shall be paid by Tenant to Landlord or such Lender, as applicable, on demand.

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Section 12.13 If Tenant shall fail to pay any installment of Base Rent, Supplementary Rent or Other Rent when such payment is due, Tenant shall pay to Landlord, in addition to such payment of Base Rent, Supplementary Rent or Other Rent, as the case may be, interest on the amount unpaid at the Default Rate (which for all purposes hereunder where such rate is specified shall remain the applicable interest rate even after a judgment against Tenant), computed from the date such payment was due to and including the date of payment, as well as any late payment charge due under the Loan Documents.

ARTICLE XIII

NO WAIVER

Section 13.1 No receipt of moneys by Landlord from Tenant after the termination or cancellation of this Lease or termination of Tenant’s right to possess the Premises (or after the giving of any notice of the termination of this Lease or Tenant’s right to possess the Premises) shall reinstate, continue or extend the Term, or affect any notice theretofore given to Tenant, or affect or otherwise operate as a waiver of the right of Landlord to enforce the payment of Base Rent, Supplementary Rent or Other Rent then due, or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Premises by proper suit, action, proceeding or remedy; it being agreed that, after the service of notice to terminate or cancel this Lease or Tenant’s right to possess the Premises, or the commencement of suit, action or summary proceedings, or any other remedy, or after a final order or judgment for the possession of the Premises, Landlord may demand, receive and collect any moneys due, or thereafter falling due, without, in any manner whatsoever, affecting such notice, proceeding, suit, action, order or judgment; and any and all such moneys collected shall be deemed to be payments on account of the use and occupation of the Premises or, at the election of Landlord, on account of Tenant’s liability hereunder. The acceptance of any check or payment bearing or accompanied by any endorsement, legend or statements shall not, of itself, constitute any change in or termination of this Lease.

Section 13.2 The failure of Landlord to enforce any agreement, condition, covenant or term, by reason of its breach by Tenant shall not be deemed to void, waive or affect the right of Landlord to enforce the same agreement, condition, covenant or term on the occasion of a subsequent default or breach. No surrender of the Premises by Tenant (prior to any termination of this Lease) shall be valid unless consented to in writing by Landlord and Lender.

ARTICLE XIV

ESTOPPEL CERTIFICATE; CONSENT

Section 14.1 Tenant agrees that it shall, at any time and from time to time, but no more than quarterly unless an Event of Default shall be continuing, upon not less than ten (10) days’ prior notice by Landlord or any Lender, execute, acknowledge and deliver to the person requesting the same a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been any modifications, that this Lease is in full force and effect as modified and stating the modifications), (ii) the Base Rent, Supplementary Rent and Other Rent payable and the dates to which the Base Rent, Supplementary Rent and Other Rent have been paid, (iii) the amount of Base Rent actually paid on the last date such Base Rent was paid,

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(iv) the amount of Management Fees subtracted from Base Rent on the last date such Base Rent was paid, (v) the date through which Management Fees have been paid in full, (vi) that the address for notices to be sent to Tenant is as set forth in this Lease, (vii) whether to Tenant’s actual knowledge, Landlord is in default in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and, if in default, specifying each default, (viii) the Commencement Date and Expiration Date, (ix) that Tenant is in possession of the Premises, and (x) any other matters reasonably requested by Landlord or Lender, as applicable, it being intended that any such statement delivered pursuant to this Article XIV may be relied upon by Landlord and any prospective purchaser of the Premises, Lender and prospective Lender.

Section 14.2 Landlord has secured financing of its interest in the Premises by, among other things, assigning Landlord’s interest in this Lease and the sums payable thereunder and hereunder to Mortgagee. Tenant hereby consents to such assignment and, without further consideration, agrees to execute and deliver documents and certificates reasonably requested by Mortgagee to evidence same and provide additional information and take such other actions as may be necessary to consummate the purposes under the Loan Documents; provided, however, that the result of the foregoing actions shall not put Tenant in a materially worse position or increase Tenant’s costs hereunder (other than the direct costs of implementing such changes, such as legal fees, which Tenant hereby agrees to pay).

ARTICLE XV

QUIET ENJOYMENT

Section 15.1 Tenant, upon the payment of the Operating Lease Rents herein reserved and upon the due performance and observance of all the covenants, conditions and agreements herein contained on Tenant’s part to be performed and observed, including without limitation, the maintenance by Tenant of all necessary Gaming Licenses required for the operation of the Premises in good standing and the compliance by Tenant with all Legal Requirements, shall and may at all times during the Term peaceably and quietly have, hold and enjoy the Premises without or hindrance of and from any Person claiming by, through or under Landlord, subject, nevertheless, to the terms and provisions of this Lease, including the provisions of Section 10.2.

ARTICLE XVI

SURRENDER

Section 16.1 Tenant shall, on the last day of the Term, or upon the sooner termination of the Term, (i) quit and surrender to Landlord the Premises (including the Leased Personal Property) vacant (subject to the below terms of this Section 16.1), and in the same level of condition and repair as on the Closing Date, reasonable wear and tear excepted, or in such higher level of condition as required pursuant to the other terms hereof, and (ii) remove or

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demolish all of the Gaming Equipment which Landlord shall have elected to cause Tenant to remove pursuant to and in accordance with Section 5.7 hereof; provided, however, that at the termination of this Lease, Tenant shall allow the successor tenant to use the Gaming Equipment for a reasonable period of time until such successor tenant is able to acquire replacements therefor, as long as (if no Event of Default shall have been continuing as of the termination of the Term) the successor tenant shall pay Tenant the reasonable rental value for such use; provided, however, that Tenant shall not be required to allow any successor tenant to use the Gaming Equipment if such successor tenant does not hold the applicable Gaming License or, to the extent that the Gaming Equipment is leased from a third-party, such third-party does not consent to such use by such successor tenant. Upon termination of this Lease, Landlord may, to the extent permitted by applicable law, cause the transfer of the operation and management of the Premises and leasing of the Premises to any replacement operator, manager or tenant of the Premises designated by Landlord, and after such replacement operator, manager or tenant obtains all appropriate Gaming Licenses, Tenant shall cooperate with Landlord to transfer all books and records relating to the Premises and shall provide (and shall cooperate with Landlord in providing) all Transition Services during the Transition Period as required by Section 4.4 to the new Casino operator or manager so as to provide continuation of Casino operations and minimize disruption. Tenant’s obligation to observe and perform this covenant shall survive the expiration or earlier termination of the Term. In the event that Tenant fails to surrender the Premises as aforesaid, Landlord shall have the right to exercise the applicable remedies upon the occurrence of an Event of Default. Tenant shall have the right, as long as it is not in default under this Lease, upon the expiration of the Term (but subject to the temporary use by the successor tenant referred to above), to remove from the Premises all of the Gaming Equipment, provided that Tenant shall at its own cost and expense reasonably restore and repair any damage to the Premises caused by the removal of the Gaming Equipment. Such removal shall be done upon advance notice, at a mutually convenient time approved by Landlord and without disruption of the successor tenant’s business operations. The term “reasonable wear and tear” as used herein shall not be construed as permitting any missing items or components of any item of Leased Personal Property. Upon surrender, Tenant shall provide any additional documentation reasonably requested by Landlord relating to redelivery of or Landlord’s interest in each item of Leased Personal Property.

Section 16.2 Upon the expiration of the Term, all Base Rent, Supplementary Rent (subject to Section 3.3) and Other Rent payable by Tenant under this Lease shall be apportioned to the date of expiration.

Section 16.3 Tenant acknowledges that possession of the Premises must be surrendered to Landlord at the expiration or sooner termination of the term of this Lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be extremely substantial, will exceed the amount of the Base Rent, Supplementary Rent and Other Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord upon the expiration or sooner termination of the term of this Lease, then Tenant shall pay to Landlord, as liquidated damages for each month and for each portion of any month during which Tenant holds over in the Premises after the expiration or sooner termination of the term of this Lease, a sum equal to the higher of the then fair market rental value of the Premises, determined taking into account the

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effect of all material factors reasonably relevant to such determination and as approved by Mortgagee, or two (2) times the aggregate of the Base Rent, Supplementary Rent and Other Rent which was payable under this Lease with respect to the last month of the term hereof. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the expiration or sooner termination of the Term of this Lease; and in the event of any unauthorized holding over, Tenant shall indemnify each of the Indemnified Parties against all claims for damages by any other lessee or prospective lessee to whom Landlord may have leased all or any part of the Premises effective before or after the expiration or termination of the Term of this Lease. If Tenant holds over in possession after the expiration or termination of the term of the Lease, such holding over shall not be deemed to extend the term or renew this Lease, but the tenancy thereafter shall continue as a tenancy from month to month upon the terms and conditions of this Lease at the Base Rent, Supplementary Rent and Other Rent as herein increased. Tenant hereby waives the benefit of any Legal Requirement which would contravene or limit the provisions set forth in this Section 16.4. This provision shall survive the expiration or earlier termination of this Lease.

ARTICLE XVII

ACCESS

Section 17.1 Subject to Gaming Laws, Landlord shall at all times during the Term have the right and privilege to enter the Premises upon prior notice during business hours and in compliance with reasonable security requirements of Tenant (except in the case of an emergency) for the purpose of inspecting the same or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Landlord shall also have the right and privilege at all times during the Term to post notices of nonresponsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege, to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants.

Section 17.2 Subject to Gaming Laws, Landlord and Mortgagee shall at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems necessary or advisable following the failure of Tenant to make any such repairs or Alterations beyond any applicable notice and cure period, but such right of access shall not be construed as obligating Landlord to make any repairs to or replacements to the Premises or as obligating Landlord to make any inspection or examination of the Buildings. In the event of an emergency, subject to Gaming Laws, Landlord shall have the right to enter the Premises or any part thereof.

ARTICLE XVIII

ENVIRONMENTAL MATTERS

Section 18.1 Tenant will not use, generate, treat, hold, possess, refine, handle, abate, remove, control, manage, manufacture, produce, store, release, discharge or dispose of in, on, under, from or about the Premises or transfer or transport to or from the Premises any

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Hazardous Substance and will not allow or suffer any other Person or entity to do so (except for non-material quantities of substances which are customarily used in the ordinary operation of a casino resort in compliance with Environmental Laws and for which Tenant has obtained any necessary permits, collectively, “Immaterial Use”).

Section 18.2 Tenant shall keep and maintain the Premises in compliance with, and shall not cause, permit or suffer the Premises to be in violation of any Environmental Law.

Section 18.3 Tenant shall cause the Premises to be kept free and clear of all Liens and other encumbrances imposed pursuant to any applicable Environmental Law, whether due to any act or omission of Tenant or any other Person.

Section 18.4 Tenant shall give prompt written notice to Landlord of:

(a) any use, generation, manufacture, production, storage, release, discharge or disposal of any Hazardous Substance in, on, under, from or about the Premises or the migration thereof to or from other property, in each case, during or prior to the Term (other than Immaterial Use);

(b) the commencement, institution or threat of any proceeding, inquiry or action by or written notice from any Governmental Authority with respect to the use or presence of any Hazardous Substance in, on, under, from or about the Premises or the migration thereof from or to other property, in each case, during or prior to the Term;

(c) all claims made or threatened by any third party against Tenant or the Premises relating to any damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substance, in each case, during or prior to the Term;

(d) any occurrence or condition on the Premises, in each case, during the Term, that could cause the Premises or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use under any Environmental Law; and

(e) any claims for the incurrence of expense by any Governmental Authority or others in connection with the assessment, containment or removal of any Hazardous Substance located on, under, from or about the Premises, in each case, during or prior to the Term.

Landlord shall give prompt written notice to Tenant of any of the facts, events or circumstances set forth in (ii) and (iii) above, including all claims under Environmental Laws commenced or threatened against Landlord with respect to the Premises during the Term.

Section 18.5 Landlord and Mortgagee shall have the right, but not the obligation, to join and participate in, as a party if it so elects, any legal proceedings or actions initiated with respect to the Premises in connection with any Environmental Law. In the event that Tenant refuses or fails to defend any such legal proceedings or actions concerning matters for which Tenant has primary responsibility under this Article XVIII, Landlord and Mortgagee shall have the right, but not the obligation to defend proceedings or actions using counsel chosen by Landlord or Mortgagee, as applicable, and Tenant shall reimburse Landlord and Mortgagee for its actual, customary and reasonable attorney’s fees incurred in connection with such defense.

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Section 18.6 Without Landlord’s and Mortgagee’s prior written consent, which consent shall not be unreasonably withheld or delayed, Tenant shall not take any remedial action in response to the presence of any Hazardous Substance in, on, under, from or about the Premises, nor enter into any settlement, consent or compromise which might, in Landlord’s or Mortgagee’s judgment, impair the value of, respectively, Landlord’s or Mortgagee’s interest in the Premises; provided, however, that such prior consent shall not be necessary if the presence of Hazardous Substance in, on, under, from or about the Premises either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably practical or possible to obtain such consent before taking such action. In such event Tenant shall notify Landlord and Mortgagee as soon as practicable of any action so taken. Such consent shall not be withheld, where such consent is required hereunder, if a particular remedial action is ordered by a court or any Governmental Authority of competent jurisdiction.

Section 18.7 (a) Tenant shall protect, indemnify, defend, release and hold harmless each of the Indemnified Parties from and against any and all claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind (including, without limitation, reasonable attorneys’ fees and costs but excluding consequential damages, punitive damages and diminution in value) directly or indirectly arising out of or attributable to, in whole or in part, (i) the breach of any of the covenants, representations and warranties of this Article XVIII by Tenant, or (ii) the use, generation, manufacture, production, storage, release, threatened release, discharge, preservation, treatment, holding, processing, refining, controlling, management, abatement, removal or disposal of a Hazardous Substance in, on, under, from or about the Premises (whether arising during or prior to the Term) or (iii) any violation or liability under any Environmental Law arising from any other activity carried on or undertaken on the Premises by Tenant or any employees, agents, contractors or subcontractors of Tenant or any third Persons occupying or present on the Premises (whether arising during or prior to the Term), including, without limitation: (A) the costs of any required or necessary repair, cleanup or detoxification of the Premises and the preparation and implementation of any closure, remedial or other required plans including, without limitation: (1) the costs of removal or remedial action incurred by any Governmental Authority, or response costs incurred by any other Person, or damages from injury to, destruction of, or loss of natural resources, including the costs of assessing such injury, destruction or loss, incurred pursuant to any Environmental Law; (2) the clean-up costs, fines, damages or penalties incurred pursuant to the provisions of any Legal Requirements; and (3) the cost and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Legal Requirements; and (B) liability for personal injury or property damage, including damages assessed for the maintenance of the public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity; provided, however, in no event shall Tenant have any liability under this Section 18.7 to any Indemnified Party for such Indemnified Party’s gross negligence, willful misconduct or fraud.

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This indemnity is intended to be operable under 42 U.S.C. Section 9607(e)(1), and any successor section thereof and shall survive expiration or earlier termination of this Lease and any transfer of all or a portion of the Premises by Tenant.

(b) The foregoing indemnity shall in no manner be construed to limit or adversely affect Landlord’s rights under this Article XVIII, including, without limitation, Landlord’s rights to approve any Remedial Work or the contractors and consulting engineers retained in connection therewith.

Section 18.8 In the event that any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature (the “Remedial Work”) is required by any Legal Requirement, or by any Governmental Authority, Tenant shall within thirty (30) days after written demand for performance thereof by Landlord (or such shorter period of time as may be required under any Legal Requirement or material agreement), commence to perform, or cause to be commenced, and thereafter diligently prosecute to completion within such period of time as may be required under any Legal Requirement or agreement (or as otherwise required by Landlord), all such Remedial Work at Tenant’s sole expense in accordance with the requirements of any applicable Legal Requirement or Governmental Authority, including or Environmental Law. All such Remedial Work shall be performed by one or more contractors, approved in advance in writing by Landlord and Mortgagee, which approval shall not be unreasonably withheld or delayed, and under the supervision of a consulting engineer approved in advance in writing by Landlord and Mortgagee, which approval shall not be unreasonably withheld or delayed. All costs and expenses of such Remedial Work shall be paid by Tenant, including, without limitation, the charges of such contractor(s) and/or the consulting engineer, and Landlord’s and Mortgagee’s actual, customary and reasonable attorneys’ fees and costs incurred in connection with monitoring or review of such Remedial Work. In the event Tenant shall fail to timely commence, or cause to be commenced, or fail to complete such Remedial Work within the time required above, Landlord may, but shall not be required to, cause such Remedial Work to be performed and all reasonable costs and expenses thereof incurred in connection therewith shall be paid by Tenant to Landlord promptly upon demand, together with interest at the Default Rate from the date the same was expended and until paid (and be included in, and form a part of, Operating Lease Rent).

Section 18.9 In the event that Landlord believes that there may be a violation or threatened violation by Tenant of any Environmental Law or a violation or threatened violation by Tenant of any covenant under this Article XVIII, Landlord and Mortgagee each is authorized, but not obligated, by itself, its agents, employees or workmen to enter at any reasonable time following notice, so long as such entry does not unduly interfere with Tenant’s normal conduct of business, and is in compliance with Gaming Laws, upon any part of the Premises for the purposes of inspecting the same for Hazardous Substances and Tenant’s compliance with this Article XVIII, and such inspections may include, without limitation, soil borings. If such inspection reveals any violation of Environmental Law or violation by Tenant of any covenant under this Article XVIII, Tenant agrees to pay to Landlord, within ten (10) days after Landlord’s written demand, all actual, customary and reasonable expenses, costs or other amounts incurred by Landlord or Mortgagee in performing any inspection for the purposes set forth in this Section 18.9.

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Section 18.10 All costs and expenses reasonably incurred by Landlord under this Article XVIII shall be immediately due and payable as Other Rent within ten (10) days after written demand and shall bear interest at the Default Rate from the date of notice of such payment by Landlord and the expiration of any grace period provided herein until repaid.

Section 18.11 “Environmental Law” and “Environmental Laws” shall mean respectively any one or more Legal Requirements pertaining to health, industrial hygiene, hazardous waste or the environmental conditions in, on, under, from or about the Premises or any part thereof, including, without limitation, the laws listed in the definition of Hazardous Substances below, and the rules and regulations promulgated thereunder; in each case as the same may have been and hereafter may be supplemented, modified, amended, restated or replaced from time to time.

Section 18.12 “Hazardous Substance” and “Hazardous Substances” shall mean, respectively, any one or more element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as a “hazardous substance”, “hazardous waste”, “hazardous material”, “toxic substance” or “toxic material” under any Legal Requirement, including, without limitation, the following: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. § 9601 et. seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et. seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et. seq.); (vi) the Toxic Substances Control Act (15 U.S.C. § 2601 et. seq.); (v) the Clean Water Act (33 U.S.C. § 1251 et. seq.); (vi) the Clean Air Act (42 U.S.C. § 7401 et. seq.) ; (vii) the Safe Drinking Water Act (21 U.S.C. § 349; 42 U.S.C. § 201 and § 300f et. seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. § 3421); (ix) the Fungicide and Rodenticide Act; (x) Endangered Species Act; (xi) Federal Insecticide Act; (xii) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (xiii) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. § 1101 et. seq.).

Section 18.13 All representations, warranties, covenants and indemnities of Tenant in this Article XVIII shall continue to be binding upon Tenant, and its successors and assigns, after the expiration or earlier termination of this Lease for a period of two years (except that any claims brought prior to the expiration of such period shall survive until resolved).

Section 18.14 Notwithstanding the foregoing provisions of this Article XVIII, the obligations of Landlord contained in the Mortgage Loan Documents with regard to environmental matters shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provisions in this Article XVIII.

ARTICLE XIX

FINANCIAL AND REGULATORY REPORTING COVENANTS

Section 19.1 (a) Tenant acknowledges that Landlord and, to the extent set forth in the Mortgagee Loan Documents, Mortgagee (at its cost and expense) shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Tenant or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Landlord or Mortgagee shall desire.

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(b) Tenant shall deliver to Landlord the annual and quarterly financial statements and other reports and information required to be delivered by Landlord to Mortgagee pursuant to Section 5.1.11 of the Mortgage Loan Agreement, in each case in the form and within the time periods specified therein. Tenant hereby consents to Landlord’s delivery of such statements, reports and information to Mortgagee pursuant to the Mortgage Loan Agreement and to the mezzanine lenders under the Mezzanine Loan Documents. Tenant acknowledges that although Tenant is not a party to the Mortgage Loan Documents or Mezzanine Loan Documents, the Mortgagee and mezzanine lenders have a legitimate interest in receiving and reviewing such statements, reports and information.

(c) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Tenant shall submit to Landlord and Mortgagee an Annual Budget not later than the commencement of such period or Fiscal Year in form reasonably satisfactory to Mortgagee.

(d) Any reports, statements or other information required to be delivered under this Lease shall be delivered (i) in paper form or (ii) if requested by Landlord and within the capabilities of Tenant’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word, Access or Excel for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Tenant agrees that each Lender may disclose information regarding the Premises (and the use and operation thereof) as provided to Mortgagee pursuant to this Section in connection with the securitization or syndication to such parties requesting such information in connection therewith.

Section 19.2 Notwithstanding the foregoing provisions of this Article XIX, all provisions contained in the Loan Documents with regard financial and other covenants with respect to Tenant, the Premises and the use and operation thereof shall be deemed to be obligations of Tenant, and shall take precedence over and be in lieu of any inconsistent provisions in this Article XIX.

ARTICLE XX

LICENSED CASINO OPERATIONS

Section 20.1 Tenant shall operate the Premises in a manner that is substantially consistent with its current operation. Landlord is merely the owner of the real property which is the subject of this Lease and shall have no liability in connection with the operation of the Premises or the provision of gaming services from or at or near the Premises. Tenant shall have the exclusive responsibility as the operator, licensee and provider of the Premises, independent and separate from Landlord: (i) for securing and maintaining in full force and effect all material Gaming Licenses relating to such Premises and services; (ii) for compliance in all material respects with all Legal Requirements including without limitation all Gaming Licenses, and

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(iii) for all computer systems, software, record keeping, data bases and privacy requirements relating to the Premises and the use and operation thereof that, under Legal Requirements, must be held by the holder of the Gaming Licenses, all of which shall be provided at Tenant’s own expense.

Section 20.2 For purposes of satisfying the requirements of any Loan Documents or any refinancing, sale or appraisal process, Landlord and Mortgagee shall have the right (but not the obligation) to conduct such inspections, audits, visitations and quality control reviews, of the Premises and services provided by Tenant from or at the Premises as Landlord and Mortgagee may reasonably desire, and for such purposes Tenant shall provide to Landlord and its representatives, and Mortgagee and its representatives, access to Tenant’s books and records relating to the Premises and the use and operation thereof and services during normal business hours upon reasonable notice. No such inspection, audit, visitation or quality control review conducted by Landlord or its representatives or Mortgagee or its representatives or any report resulting therefrom shall modify or reduce in any way Tenant’s obligations under this Lease or as the exclusive operator, licensee and provider of the Premises.

Section 20.3 Landlord and Tenant shall be independent contractors and nothing in this Lease shall be construed as creating a partnership, joint venture, employment, agency, license or franchise relationship. Tenant shall not have any authority to create any obligation binding upon Landlord.

Section 20.4 All employees, contractors, consultants, professionals and providers relating to the Premises and the use and operation thereof, and relating to [gaming] services provided from or at the Premises, shall (as between Tenant and Landlord) be deemed to be employees or contractors of Tenant and not of Landlord.

Section 20.5 Tenant shall have exclusive responsibility for all of the on-site employees, contractors and consultants of or working in connection with the Premises and the use and operation thereof, and shall indemnify each of the Indemnified Parties for all Claims by such employees, contractors and consultants which may be hired or retained by Tenant, in each case during the Term.

Section 20.6 Tenant shall have the exclusive obligation to obtain and provide at its own expense all deposits, bonds, insurance, letters of credit, working capital, cash collateral, reserves, and other financial requirements of Gaming Laws to operate and provide gaming services at the Premises.

Section 20.7 Other than pursuant to Section 4.2, Tenant shall not enter into any transaction other than in the ordinary course of its business and in material compliance with Legal Requirements and on terms not materially less favorable to Tenant than those it would obtain in a comparable arms length transaction with a Person or entity not an Affiliate.

Section 20.8 Other than pursuant to Section 4.2, Tenant shall not, without Landlord and Mortgagee’s prior written consent, assign or transfer, or delegate any responsibilities with respect to any Gaming License or Operating Permit, except (in connection with such delegation) in a manner that would not have a Material Adverse Effect.

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Section 20.9 Tenant shall not assign, transfer, or pledge as collateral security any of its interest in any Gaming Licenses pertaining to Tenant or the Premises without Landlord’s and Mortgagee’s prior written consent, which consent may be granted or refused in Landlord’s and Mortgagee’s sole discretion. Tenant shall hold such Gaming Licenses free from restrictions or known conflicts that would materially impair the use or operation of the Premises as intended.

Section 20.10 Tenant shall cause the Premises to be operated, in all material respects, in accordance with all applicable Legal Requirements, including Gaming Laws, and all Gaming Licenses and other Operating Permits. Tenant shall post all required bonds, if any, with any Gaming Authority as and in the amounts required under all applicable Legal Requirements (and shall, if Landlord or Mortgagee makes a request therefor, promptly provide Landlord or Mortgagee with copies of all bonds reasonably requested by such party).

Section 20.11 Tenant shall make all filings required under the Gaming Laws, or in connection with any Gaming Licenses or Operating Permits, and shall deliver to Landlord and Mortgagee copies of such filings as such party may reasonably request. Tenant will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with any required filings as soon as practicable after receipt of requests therefor.

Section 20.12 (a) Tenant shall deliver to Landlord and Mortgagee such evidence of compliance with Legal Requirements, including Gaming Laws, as any such party may reasonably request. Tenant shall immediately deliver to Landlord and Mortgagee any material notice of non-compliance or violation of any Legal Requirement or of any material inquiry or investigation commenced by the Gaming Authorities in connection with the Premises, in each case that might have a Material Adverse Effect. Tenant shall immediately notify Landlord and Mortgagee if it believes that any material license, including any material Gaming License, is in imminent danger of being revoked or suspended, or that any material action is pending, being considered or being, or could be, taken to revoke or suspend Tenant’s material licenses, including the material Gaming Licenses, or to fine, penalize or impose remedies upon Tenant, or that any action is pending, being considered, or being, or could be, taken to discontinue, suspend, deny, decrease or recoup any payments due, made or coming due to Tenant, in each case if same could reasonably be expected to have a Material Adverse Effect. Tenant shall immediately deliver to Landlord and Mortgagee any notice received by Tenant alleging or relating to the non-compliance by Tenant with any material Legal Requirements, including material Gaming Laws, if same is reasonably likely to result in a Material Adverse Effect.

(b) Tenant shall furnish to Landlord and Mortgagee, promptly after receipt thereof, notices regarding or correspondence or materials filed in connection with any actions, suits, and proceedings before any Governmental Authority or arbitrator that would be reasonably expected to have a material adverse effect on Tenant or the Premises.

(c) Tenant shall furnish to Landlord and Mortgagee, promptly after receipt by Tenant of the notice of commencement thereof, notice of (i) any audit, investigation, claim, proceeding, settlement, judgment, consent order, (ii) any suspension, debarment or disqualification of Tenant or any of Tenant’s Affiliates or Subsidiaries from being a holder of any Gaming License, or (iii) any suspension, termination, or revocation of any Gaming License of Tenant, in each case if same is reasonably likely to result in a material adverse effect on Tenant or the Premises.

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(d) Tenant shall provide Landlord and Mortgagee reasonable notice of any and all material settlement discussions and/or negotiations between representatives of Tenant and any Governmental Authority, including without limitation, negotiations with respect to any material Claim, settlement agreement, consent order or corporate integrity agreement between Tenant and/or its Affiliates and any Governmental Authority (“Settlement Discussions”). In connection with material Settlement Discussions, (i) Tenant shall timely provide Landlord and Mortgagee with copies of any and all documents that Tenant intends to submit, or that Tenant receives, in connection with any Settlement Discussions, and (ii) Tenant shall advise Landlord and Mortgagee as to the status of such Settlement Discussions.

(e) No receipts of any such notice under this Section shall impose any obligation on Landlord or Mortgagee to take any action or to enforce its rights hereunder or otherwise remedy the circumstances leading to such notice.

Section 20.13 Subject in each case to Force Majeure, Tenant shall cause the [Casino Components] to be open for business as a [casino], except to the extent necessary to undertake any alterations or repairs (subject to the provisions of this Lease with respect to the performance of any such alterations or repairs). Tenant shall cause the Premises to be at all times operated, managed and maintained, at all times and in the manner and accordance with the standards required pursuant to this Lease and all applicable material Legal Requirements.

Section 20.14 If Landlord shall be in default under this Lease, then (subject to any applicable Legal Requirements) Mortgagee shall have the right (but not the obligation), to cause the default or defaults under this Lease to be remedied and otherwise exercise any and all rights of Landlord under this Lease, as may be necessary to prevent or cure any default provided such actions are necessary to protect Mortgagee’s interest under the Mortgage Loan Documents, and Mortgagee shall have the right to enter all or any portion of the affected Premises at such times and in such manner as Mortgagee deems necessary, to prevent or to cure any such default. The actions or payments of Mortgagee to cure any default by Landlord under this Lease shall not remove or waive, as between Landlord and Mortgagee, any default that may occur or occurred under the Mortgage Loan Documents by virtue of such default by Landlord under this Lease.

Section 20.15 Tenant shall notify Mortgagee promptly in writing of (i) the occurrence, to Tenant’s knowledge, of any material default by any party to this Lease, (ii) the occurrence, to Tenant’s knowledge, of any event that, with the passage of time or service of notice, or both, would constitute a material default by any party under this Lease, and (iii) the receipt by Tenant of any notice (written or otherwise) from any party under this Lease noting or claiming the occurrence of any default by Tenant under this Lease.

Section 20.16 Tenant shall (subject to any applicable Legal Requirements) promptly execute, acknowledge and deliver to Mortgagee such instruments as may reasonably be required to permit Mortgagee to cure any default under this Lease or permit Mortgagee to take such other action required to enable Mortgagee to cure or remedy the matter in default and preserve the security interest of Mortgagee under the Mortgage Loan Documents with respect to the Premises.

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Section 20.17 Tenant possesses all licenses, permits, franchises, authorizations, certificates, approvals and consents, including, without limitation, all environmental, liquor, Gaming Licenses, health and safety licenses of all Governmental Authorities which are material to the conduct of its business and the use, occupation and operation of the Premises (collectively, “Operating Permits”); each such Operating Permit is and will be in full force and effect (unless, in the case of any one Operating Permit, such Operating Permit is no longer necessary or advisable for the conduct of Tenant’s business); Tenant and each of its Affiliates are in compliance in all material respects with all such Operating Permits, and no event (including, without limitation, any material violation of any law, rule or regulation) has occurred which would be reasonably likely to lead to the revocation or termination of any such Operating Permit or the imposition of any restriction thereon.

Section 20.18 Tenant hereby represents and warrants as follows:

(a) Each Gaming License is in full force and effect (except for such Gaming Licenses as are no longer necessary or advisable for the conduct of Tenant’s business); Tenant and each of its Affiliates, respective directors, members, managers, officers, key personnel and Persons holding a five percent (5%) or greater equity or economic interest directly or indirectly in Tenant are in compliance in all material respects with all such Gaming Licenses (to the extent required by applicable law), and no event (including, without limitation, any violation of any Legal Requirements) has occurred which would be reasonably likely to lead to the revocation or termination of any such Gaming Licenses or the imposition of any restriction thereon;

(b) Tenant reasonably believes that Tenant will be able to maintain in effect all Gaming Licenses necessary for the lawful conduct of its business or operations wherever now conducted and as planned to be conducted, [including the ownership and operation of the Casino Components,] pursuant to all applicable Legal Requirements;

(c) Tenant is not in default in any material respect under, or in violation in any material respect of, any such Gaming License (and no event has occurred, and no condition exists, which, with the giving of notice or passage of time or both, would constitute a default thereunder or violation thereof that has caused or would reasonably be expected to cause the loss of any such Gaming License) unless such Gaming License is no longer necessary or advisable for the conduct of Tenant’s business;

(d) Tenant has not received any notice of any violation of applicable Legal Requirements which has caused or would reasonably be expected to cause any such Gaming License to be suspended, forfeited, modified in any manner that would have a material adverse effect on Tenant or the Premises or the business conducted thereat, not renewed, rescinded or revoked;

(e) No condition exists or event has occurred which would reasonably be expected to result in the suspension, revocation, impairment, forfeiture, rescission or non-renewal of any such Gaming License; and

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(f) The continuation, validity and effectiveness of all Gaming Licenses will not be adversely affected by the transactions contemplated by this Lease.

Section 20.19 There is no proceeding, investigation, or disciplinary action (including, without limitation, before any Gaming Authority, under any Gaming Law or under any Gaming License or other Operating Permit) pending or, threatened against Tenant or any of their respective directors, members, managers, officers, key personnel or Persons holding a five percent (5%) or greater direct or indirect equity or economic interest in Tenant that is reasonably likely to have a material adverse effect on Tenant or the Premises.

Section 20.20 Neither the execution, delivery or performance of any of the Loan Documents (nor the Securitization or any participations in the Mortgage Loan, or the creation or sale of any of the Mezzanine Loans) will (i) require the consent of any Gaming Authority, other than those obtained or made prior to the date hereof (and except as disclosed in an opinion of counsel delivered concurrently herewith to Lender), or (ii) allow or result in the imposition of any material penalty under, or the revocation or termination of, any Gaming License or any material impairment of the rights of the holder of any Gaming License.

Section 20.21 Tenant is not a party to or otherwise bound by any agreements with Persons or organizations, which deviate in any material adverse respect from, or which conflict with, any Legal Requirements. All records of Tenant at the Premises are true, complete, and correct in all material respects.

Section 20.22 (i) Tenant has not pledged any of its receivables as collateral security for a loan or other Indebtedness and (ii) Tenant has no Indebtedness other than Permitted Indebtedness. Tenant will incur no Indebtedness other than Permitted Indebtedness.

Section 20.23 Except as has been disclosed to Landlord and Mortgagee, Tenant is not a party to any collective bargaining agreement or other labor contract applicable to Persons employed by it at the Premises and there are no threatened or pending labor disputes at or relating to the Premises.

Section 20.24 Tenant owns and possesses or licenses (as the case may be) all Intellectual Property as Tenant considers necessary for the conduct of its businesses as now conducted without, individually or in the aggregate, any infringement upon rights of other Persons, in each case except as could not reasonably be expected to (i) materially and adversely affect the value of the Premises, (ii) impair the use and operation of the Premises or (iii) impair Tenant’s or Lease Guarantor’s ability to pay its and their obligations (under this Lease, the Operating Lease Guaranty and otherwise) in a timely manner. All of the above-described property is either leased or licensed from Landlord or is described in the exclusions contained in clauses (vii) and (viii) of Section 2.6(a) hereof.

Section 20.25 The Premises and the use thereof complies in all material respects with all material Legal Requirements including, without limitation, local, state, and federal building codes, fire codes, and other similar regulatory requirements.

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Section 20.26 Any existing material agreement relating to the management or operation of the Premises is in full force and effect and is not in default by Tenant or, to Tenant’s actual knowledge, any other party thereto.

Section 20.27 The parties acknowledge that Tenant and Tenant’s Affiliates, which are experienced operators of gaming and casino facilities similar to the operations conducted at the Premises, have conducted all of their own due diligence, examination and inspection regarding the Premises (and the use thereof) and are entirely familiar with all business, financial, liability, physical premises, operational and regulatory aspects, and every other matter or thing affecting or related to the gaming business operated at the Premises, and that Tenant is leasing the same in its “As Is” condition. Landlord has not made and does not make any representations or warranties whatsoever with respect to the gaming business conducted at and from the Premises or otherwise with respect to this Lease, express or implied, and Tenant is not relying on Landlord or its Affiliates in connection with any decision to enter into this Lease. Tenant assumes all risks resulting from any defects (patent or latent) in the Premises or from any failure of the same to comply with any Legal Requirement with respect to the Premises or the uses or purposes for which the same may be occupied.

Section 20.28 Notwithstanding the foregoing provisions of this Article XX, all Mortgage Loan Documents imposing on Landlord or Tenant obligations with respect to the use, management, operation of or reporting requirements with respect to the Premises or the other matters covered by this Article XX (including, without limitation, all of the covenants set forth in Section 5.1.22 of the Mortgage Loan Agreement) shall be deemed to be obligations of Tenant, to be performed by Tenant (as if each reference to Borrower made in such provisions were a reference to Tenant), and shall take precedence over and be in lieu of any inconsistent provisions in this Article XX.

ARTICLE XXI

MISCELLANEOUS PROVISIONS

Section 21.1 IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE EXCLUDING ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE.

Section 21.2 With the prior written consent of Landlord, which will not be unreasonably withheld or delayed, Tenant may place one or more signs on the Premises to indicate the nature of the business of Tenant and such parties. Any sign shall be lawful under Legal Requirements. Landlord hereby approves the signage currently placed on the Premises.

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Section 21.3 (a) The term “Landlord” as used herein shall mean only the owner or the mortgagee in possession for the time being of the Premises, so that in the event of any sale, transfer or conveyance of the Premises Landlord shall be and hereby is entirely freed and relieved of all agreements, covenants and obligations of Landlord thereafter accruing hereunder and it shall be deemed and construed without further agreement between the parties or their successors in interest or between the parties and the purchaser, transferee or grantee at any such sale, transfer conveyance that such purchaser, transferee or grantee has assumed and agreed to carry out any and all agreements, covenants and obligations of Landlord hereunder.

(b) The term “Tenant” as used herein shall mean the tenant named herein, and from and after any valid and approved Transfer in whole of said Tenant’s interest under this Lease pursuant to the provisions of Article IX, shall mean only the assignee or transferee thereof; but the foregoing shall not release the assignor or transferor from liability under this Lease.

(c) The words “enter”, “re-enter”, “entry” and “re-entry” as used in this Lease shall not be restricted to their technical legal meaning.

(d) The use herein of the neuter pronoun in any reference to Landlord or Tenant shall be deemed to include any individual Landlord or Tenant, and the use herein of the words “successor and assigns” or “successors or assigns” of Landlord, Tenant or Lender shall be deemed to include the heirs, executors, administrators, representatives and assigns of any individual Landlord, Tenant or Lender.

Section 21.4 The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

Section 21.5 Tenant hereby acknowledges, assumes, ratifies and affirms each of the representations and warranties made by Borrower in the Mortgage Loan Documents with respect to Tenant or Lease Guarantor, including those set forth in Article IV, as if the same were set forth fully herein as the representations and warranties made by Tenant herein.

Section 21.6 (a) This Lease contains the entire agreement between the parties and may not be extended, renewed, restated, terminated or otherwise modified in any material manner except by an instrument in writing executed by the party against whom enforcement of any such modification is sought and with the prior written consent of any Mortgagee pursuant to the Mortgage or any other Mortgage Loan Document. Any such modification shall not be effective until it is consented to in writing by the Mortgagee. All prior understandings and agreements between the parties and all prior working drafts of this Lease are merged in this Lease, which alone expresses the agreement of the parties. The parties agree that no inferences shall be drawn from matters deleted from any working drafts of this Lease.

(b) Tenant agrees that Tenant will not, without the prior written consent of Landlord and Mortgagee (which, in the case of non-material amendments, modifications or supplements, shall not be unreasonably withheld or delayed), (i) amend, restate, supplement or modify this Lease including changing, modifying or deferring any rental payments, or modifying the definition of the Term or the Premises contained in this Lease, (ii) terminate, cancel or surrender the term of this Lease except as expressly permitted by the provisions of this Lease, or enter into any agreement with Landlord to do so, or (iii) pay any installment of Base Rent more than one (1) month in advance of the due date thereof or otherwise than in the manner provided for in this Lease.

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(c) Any modification of this Lease in violation of this Section 21.6 shall be void ab initio.

Section 21.7 The agreements, terms, covenants and conditions herein shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives and, except as is otherwise provided herein, their permitted successors and permitted assigns. The agreements, terms, covenants and conditions herein shall inure to the benefit of each Lender, its successors, participants and assigns.

Section 21.8 Notice whenever provided for herein shall be in writing and shall be given either by personal delivery, overnight express mail or by certified or registered mail, return receipt requested, addressed as follows:

If to Landlord:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No. (702) 407-6081
With a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No. (702) 407-6418 and O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, New York 10036 Attention: Greg Ezring, Esq. Facsimile No. (212) 326-2061 and Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Tenant:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: Chief Financial Officer Facsimile No. (702) 407-6081

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With a copy to:	One Caesars Palace Drive Las Vegas, Nevada 89109 Attention: General Counsel Facsimile No. (702) 407-6418 and O’Melveny & Myers LLP Times Square Tower 7 Times Square New York, New York 10036 Attention: Greg Ezring, Esq. Facsimile No. (212) 326-2061 and Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Mortgagee:	Bank of America, N.A., as collateral agent for the Lenders Capital Markets Servicing Group 900 West Trade Street, Suite 650 Charlotte, North Carolina 28255 Attention: Servicing Manager Facsimile No.: (704) 317-0781
With a copy to:	Bryan Cave LLP One Wachovia Center 301 S. College Street, Suite 3700 Charlotte, North Carolina 28202 Attention: Geoffrey Ralph Maibohm, Esq. Facsimile No.: (704) 749-9343
	and
	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William McInerney Facsimile No. (212) 504-6666

or to such other or additional Persons or at such other addresses as may be designated from time to time by written notice from either party to the other (or from Mortgagee to Landlord and Tenant). Notices shall be deemed given (i) when delivered personally if delivered on a Business

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Day (or if the same is not a Business Day, then the next Business Day after delivery), (ii) three (3) Business Days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested or (iii) if delivery is made by Federal Express or a similar, nationally recognized overnight courier service for 9:00 a.m. delivery, then on the date of delivery (or if the same is not a Business Day, then the next Business Day after delivery), if properly sent and addressed in accordance with the terms of this Section 21.8. The foregoing provisions of this Section 21.8 are subject to the provisions of Section 10.2.

Section 21.9 If any provision of this Lease shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not be affected thereby and each and every provision of this Lease shall be enforceable to the fullest extent permitted by applicable law.

Section 21.10 Landlord and Tenant each represent and warrant to the other party that such party has not dealt with any real estate broker in connection with this Lease and Landlord and Tenant agree to indemnify the other party and save the other party harmless from any and all claims for brokerage commissions by any other Person, firm, corporation or other entity claiming through such party to have brought about this Lease transaction. The provisions of this Section 21.10 shall survive the expiration or earlier termination of this Lease.

Section 21.11 Tenant is and shall be in exclusive control and possession of the Premises (except as expressly permitted hereunder) and Tenant shall operate the Premises for their intended purposes at Tenant’s sole and absolute discretion without control, interference or direction from Landlord or agents of Landlord (except as expressly set forth to the contrary in this Lease), and Landlord shall not, in any event whatsoever, be liable for any injury or damage to any property or to any Person happening in, on or about the Premises, nor for any injury or damage to any property of Tenant, or of any other Person or Persons contained therein unless the same is caused by Landlord’s gross negligence or willful misconduct. The provisions hereof, including without limitation Article XVII, permitting Landlord to enter and inspect the Premises are made for the purpose of enabling Landlord to be informed as to whether Tenant is complying with the agreements, terms, covenants and conditions hereof, and if Landlord so desires, to do such acts as Tenant shall fail to do. Tenant agrees to look solely to Landlord’s interests in the Premises for recovery of any judgment from Landlord and in no event shall Landlord (or its partners, shareholders, members, managers, officers, directors or Affiliates) ever be personally liable for any such judgment.

Section 21.12 [Reserved].

Section 21.13 The parties took equal part in drafting this Lease and no rule of construction that would cause any of the terms hereof to be construed against the drafter shall be applicable to the interpretation of this Lease.

Section 21.14 Time is strictly of the essence with respect to each and every term and provision of this Lease.

Section 21.15 Except for the provisions of Article VII, the time within which either party hereto shall be required to perform any act under this Lease, other than the payment of money, shall be extended by a period of time equal to the number of days during which

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performance of such act is delayed by strikes, lockouts, acts of God, governmental restrictions, failure or inability to secure materials or labor by reason of priority or similar regulation or order of any Governmental Authority, enemy action, civil disturbance or any other cause beyond the reasonable control of either party hereto (“Force Majeure”). Insolvency or financial condition shall not be a Force Majeure event.

Section 21.16 [Intentionally Omitted.]

Section 21.17 Landlord and Tenant each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive, any claim or defense which asserts that this Lease is anything other than a true lease. Landlord and Tenant covenant and agree that they will not assert that this Lease is anything but a true lease for all purposes hereunder. Landlord and Tenant each stipulate and agree not to challenge the validity, enforceability or characterization of this Lease of the Premises as a true lease and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Landlord or Tenant each shall support the intent of the parties that this Lease of the Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs.

Section 21.18 Tenant acknowledges and agrees that Tenant’s obligations to pay rent hereunder, and the rights of Landlord in and to such Operating Lease Rent, shall be absolute, unconditional and irrevocable. Except as expressly provided for in this Lease, Tenant shall not have any right to terminate this Lease or to be released, relieved, or discharged from any obligations or liabilities hereunder (including, without limitation, the payment of Operating Lease Rent) or entitled to any abatement, suspension, determent, reduction, setoff, counterclaim or defense for any reason whatsoever, including, without limitation, any of the following reasons:

(a) Any defect in, damage to, or destruction of, the Premises or any portion thereof;

(b) Any condemnation, confiscation, requisition, or other taking or sale of the possession, use, occupancy, or title to the Premises or any portion thereof;

(c) Any limitation, restriction, deprivation, or prevention of, or any interference with, the use, occupancy, or possession of the Premises or any portion thereof;

(d) Any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim that Tenant may have against Landlord, any vendor or manufacturer of or contractor or subcontractor for the Premises or any part of any thereof, or any other person for any reason whatsoever;

(e) The inadequacy, incorrectness, or failure of the description of the Premises or any portion thereof;

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(f) Any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, or other proceeding affecting Landlord, any assignee of Landlord, or Tenant or any action with respect to this Lease which may be taken by any receiver, trustee, or liquidator (or other similar official), or by any court;

(g) Force Majeure;

(h) Any title defect, lien or matter affecting title to the Premises or eviction by paramount title or otherwise; or

(i) Any default by Landlord under this Lease or the impossibility or illegality of performance by Landlord, Tenant or both.

Tenant hereby waives, to the extent permitted by applicable law, any and all rights that it may now have or that at any time hereafter may be conferred upon it, by applicable law or otherwise, to modify, terminate, cancel, quit or surrender this Lease or to effect or claim any diminution or reduction of Operating Lease Rent payable by Tenant hereunder, except in accordance with the express terms hereof. Tenant agrees that, if for any reason whatsoever this Lease shall be terminated in whole or in part by operation of law or otherwise (except as expressly permitted under this Lease), then Tenant shall pay, to the maximum extent permitted by applicable law, to Landlord or any other Person entitled thereto, an amount equal to each installment of Operating Lease Rent at the time such payment would have become due and payable in accordance with the terms hereof had this Lease not been terminated in whole or in part. Each payment of Operating Lease Rent made by Tenant hereunder shall be final and Tenant shall not seek or have any right to recover all or any part of such payment from Landlord or any Person for any reason whatsoever. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Operating Lease Rent or other sums payable by Tenant hereunder shall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been abated, reduced or terminated pursuant to an express provision of this Lease.

Section 21.19 Officer’s Certificate. On the execution of this Lease, Tenant has delivered an Officer’s Certificate as to the corporate/LLC execution, delivery and authorization of this Lease, good standing of Tenant and incumbency of Persons signing this Lease.

Section 21.20 Governing Law/Consent to Jurisdiction/Venue. Irrespective of the place of execution and/or delivery of this Lease or the location of the Premises, this Lease shall be governed by and shall be construed in accordance with, the Legal Requirements of the State of New York applicable to agreements entered into and to be performed entirely within New York without regards to conflicts of law principles, provided, however, that if, notwithstanding such agreement as to the application of the governing law of the State of New York by the parties, Legal Requirements in the jurisdiction where the Premises are located require local law to govern particular claims under this Lease, then to the extent of such requirement, such local law shall govern. Landlord and Tenant hereby consent and submit to the exclusive jurisdiction of the state and Federal courts located in New York with respect to any claim or litigation arising hereunder or any alleged breach of the covenants or provisions contained herein, and

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acknowledge that proper venue in any matter so claimed or litigated shall be in the state and Federal courts located in New York; provided, however, that (1) Landlord shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the Premises are located, to bring any action against Tenant and/or to enforce this Lease in the jurisdiction where the Premises are located and (2) Tenant shall be permitted, in addition, if required by Legal Requirement in the jurisdiction where the Premises are located to bring any action against Landlord and/or to enforce this Lease in the jurisdiction where the Premises are located.

Section 21.21 In the event that a claim or adjudication is made that Landlord or any Lender or any of their respective agents has acted unreasonably or unreasonably delayed acting in any case where by law or under this Lease, Landlord, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Tenant agrees that none of Landlord, Lender and such agents shall be liable for any monetary damages, and Tenant’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment (except in cases of bad faith, gross negligence or willful misconduct). The parties hereto agree that any action or proceeding to determine whether Landlord or a Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 21.22 Regulatory Provisions.

(a) [Landlord will promptly notify Tenant in writing upon the happening of any change in ownership in the Premises to permit Tenant to comply with Regulation 3.020 of the Nevada Gaming Regulations promulgated pursuant to NRS Chapter 463. Landlord will use its commercially reasonable best efforts to cooperate and provide all information necessary to comply with the information and disclosure requirements applicable to compliance with said Regulation 3.020 and all other applicable Gaming Laws, including, without limitation, the requirements of the Nevada Gaming Control Act and the regulations thereunder.

(b) Landlord agrees to cooperate, at Tenant’s sole cost and expense, with all applicable Gaming Authorities in connection with the administration of their regulatory jurisdiction over Tenant and its subsidiaries, including the provision of such documents or other information as may be requested by such Gaming Authorities relating to Tenant or to the Lease and Landlord and Mortgagee, by their acceptance hereof, acknowledge that each of them and their respective assignees are subject to being called forward by the Nevada Gaming Authorities, in their discretion, for licensing or a finding of suitability in order to remain entitled to the benefits of the Lease and the Mortgage Loan Documents.

(c) Notwithstanding anything to the contrary contained herein or in any of the Mortgage Loan Documents, Landlord and Mortgagee expressly acknowledge and agree that the exercise of their respective rights and remedies under this Lease is subject to the mandatory provisions of the Gaming Laws. Without limiting the foregoing, Landlord and Mortgagee, by their acceptance hereof, acknowledge, understand and agree that, to the extent the prior approval of the Nevada Gaming Authorities is required pursuant to applicable law for the exercise, operation and effectiveness of any right or remedy hereunder, or the taking of any action that may be taken by Landlord or Mortgagee hereunder, including, without limitation, the taking of possession and disposition of collateral consisting of gaming devices, cashless wagering systems and mobile gaming systems (as those terms are defined in the Gaming Laws), such right or remedy shall be subject to such prior approval of the Nevada Gaming Authorities.]

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Section 21.23 The parties hereto hereby agree, confirm and acknowledge that neither this Lease, nor a memorandum of this Lease, may be recorded (or will be recorded) in the property or other records.

Section 21.24 The parties hereto hereby agree that the Original Lease is hereby amended and restated in its entirety, and that from and after the date hereof, all of the terms and conditions contained in this Lease shall replace the terms and conditions of the Original Lease.

[SIGNATURES FOLLOW]

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The parties hereto have executed this Amended and Restated Operating Lease as of the day and year first above set forth.

Landlord:	[PROPCO], a Delaware limited liability company
	By:
		Name: Title:
Tenant:	[OPCO], a [                ]
	By:
		Name: Title:

SCHEDULE A-1

PREMISES

Schedule A-1

SCHEDULE B

OTHER OPERATING LEASES

[Casino Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

2. Amended and Restated Operating Lease, dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

3. Amended and Restated Operating Lease, dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC

4. Amended and Restated Operating Lease, dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC

5. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

Hotel Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Las Vegas Propco, LLC and Harrah’s Las Vegas, Inc.

2. Amended and Restated Operating Lease, dated as of the date hereof, between Rio Propco, LLC and Rio Properties, Inc.

3. Amended and Restated Operating Lease, dated as of the date hereof, between Flamingo Las Vegas Propco, LLC and Flamingo Las Vegas Operating Company, LLC

4. Amended and Restated Operating Lease, dated as of the date hereof, between Paris Las Vegas Propco, LLC and Paris Las Vegas Operating Company, LLC

5. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Laughlin Propco, LLC and Harrah’s Laughlin, Inc.

Combined Leases

1. Amended and Restated Operating Lease, dated as of the date hereof, between Harrah’s Atlantic City Propco, LLC and Harrah’s Atlantic City Operating Company, LLC]

Schedule B-1

[EXHIBIT A

CASINO/HOTEL COMPONENTS FLOOR PLANS]

Exhibit A-1

EX-10.15

Exhibit 10.15

Execution Copy

AGREEMENT AMONG MORTGAGE NOTEHOLDERS

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

GERMAN AMERICAN CAPITAL CORPORATION

as Note A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

as Note A-9 Holder,

BANK OF AMERICA, N.A.,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer,

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	13
3.	Payments	13
4.	Provisions of Pooling and Servicing Agreements	15
5.	Servicer	21
6.	Payment Procedure	26
7.	Limitation on Liability of Each Holder	27
8.	Buy-Sell	27
9.	Representations of the Holders	30
10.	Directing Senior Lender	31
11.	No Creation of a Partnership	32
12.	Structured Transfers; Cooperation	32
13.	Sale of Each Holder’s Interest	34
14.	Other Business Activities of the Holders	39
15.	Exercise of Remedies	39
16.	Non-Recourse Obligations of the Holders	40
17.	Governing Law; Waiver of Jury Trial	40
18.	Modifications	40
19.	Successors and Assigns; Third Party Beneficiaries	41
20.	Counterparts; Facsimile Execution	41
21.	Captions	41
22.	Notices	41
23.	Withholding Taxes	41

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24.	Borrower Affiliate Holders	42
25.	Consents to Jurisdiction	43
26.	Co-Origination Agreement	43
27.	Note Register	43
28.	Notes Not Securities	44
29.	Custody of Mortgage Loan Documents	44
30.	Collateral Agent	44

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THIS AGREEMENT AMONG MORTGAGE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A., as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”), GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as holder of Note A-9 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-9 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder and the Note A-9 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A., as Collateral Agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns, in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mortgage loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement, dated as of May 22, 2008 (the “Existing Mortgage Loan Agreement”) by and between Harrah’s Las Vegas Propco, LLC, Harrah’s Atlantic City Propco, LLC, Rio Propco, LLC, Flamingo Las Vegas Propco, LLC, Paris Las Vegas Propco, LLC and Harrah’s Laughlin Propco, LLC (collectively, the “Borrower”) in the principal amount of $4,000,000,000.00 (the “Mortgage Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $4,000,000,000.00, made by the Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, JPMorgan Chase Bank, N.A. retained a note A-1 (“Note A-1”) in the original principal amount of $600,066,666.67 in favor of the Note A-1 Holder, transferred a note A-2 (“Note A-2”) in the original principal amount of $600,066,666.67 to the Note A-2 Holder, transferred a note A-3 (“Note A-3”) in the original principal amount of $600,066,666.67 to the Note A-3 Holder, transferred a note A-4 (“Note A-4”) in the original principal amount of $600,066,666.67 to the Note A-4 Holder, transferred a note A-5 (“Note A-5”) in the original

principal amount of $600,066,666.66 to the Note A-5 Holder, transferred a note A-6 (“Note A-6”) in the original principal amount of $600,066,666.66 to the Note A-6 Holder, transferred a note A-7 (“Note A-7”) in the original principal amount of $133,200,200.00 to the Note A-7 Holder, transferred a note A-8 (“Note A-8”) in the original principal amount of $133,200,200.00 to the Note A-8 Holder and transferred a note A-9 (“Note A-9” and collectively with Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7 and Note A-8, the “Notes”) in the original principal amount of $133,200,200.00 to the Note A-9 Holder;

WHEREAS, Bear Stearns Commercial Mortgage, Inc. assigned all of its right, title and interest in Note A-7 to JPMorgan Chase Bank, N.A. pursuant to that certain allonge, dated September 5, 2008 and all of its right, title and interest in respect of the Mortgage Loan pursuant to that certain Assignment and Assumption Agreement, dated September 5, 2008;

WHEREAS, the Existing Mortgage Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mortgage Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mortgage Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mortgage Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under

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common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 13 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Agreeing Holders” has the meaning provided in Section 8(b).

“Agreement” shall mean this Agreement Among Mortgage Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mortgage Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mortgage Loan Agreement.

“Borrower” shall have the meaning provided in the recitals.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Mezzanine

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Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Borrower Related Parties” shall have the meaning assigned such term in Section 14.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 8(c).

“Buy Response” has the meaning provided in Section 8(c).

“Buy-Sell Closing Date” has the meaning provided in Section 8(d).

“Buy-Sell Notice” has the meaning provided in Section 8(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 8(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 8(c).

“Buy-Sell Response Date” has the meaning provided in Section 8(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 8(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“CMSA” shall mean the Commercial Mortgage Securities Association (formerly the Commercial Real Estate Secondary Market and Securitization Association) or any successor organization.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Companion Distribution Account” shall mean the companion distribution account or similar account established under the Lead Pooling and Servicing Agreement in order to deposit payments to Persons that hold interests in the Mortgage Loan that are not an asset of the related trust fund.

“Conduit” has the meaning provided in Section 13(d).

“Conduit Credit Enhancer” has the meaning provided in Section 13(d).

“Conduit Inventory Loan” has the meaning provided in Section 13(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Custodial Agreement” has the meaning provided in Section 29.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mortgage Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mortgage Loan.

“Default Rate” shall have the meaning provided in the Mortgage Loan Documents.

“Directing Senior Lender” shall have the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mortgage Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mortgage Loan Agreement.

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“Excess Interest Over the Mortgage Note Interest Rate” shall mean, at any time that the Borrower is required to pay default rate interest on the Mortgage Loan, the positive excess, if any, of (x) interest payable by the Borrower at the Default Rate over (y) interest payable by the Borrower at the Mortgage Note Interest Rate.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mortgage Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning provided in Section 5(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 8(b).

“Lead Master Servicer” shall mean the master servicer under a Lead Pooling and Servicing Agreement.

“Lead Note” shall mean any Note in the Lead Securitization.

“Lead Pooling and Servicing Agreement” shall mean, in connection with a Lead Securitization, the related trust and servicing agreement, pooling and servicing agreement or comparable agreement.

“Lead Securitization” shall mean the first Securitization by any of the Initial Holders (other than Note A-8 Holder or Note A-9 Holder) of a Note or portion of a Note, other than an Opt-Out Securitization.

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“Lead Securitization Holder” shall mean the Holder of a Lead Securitization Note.

“Lead Securitization Note” shall mean a Note that is deposited into a Securitization trust formed in connection with a Lead Securitization.

“Lead Special Servicer” shall mean the special servicer under a Lead Pooling and Servicing Agreement.

“Lead Trustee” shall mean the trustee under the Lead Pooling and Servicing Agreement.

“Loan Pledgee” has the meaning provided in Section 13(c).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 8(b).

“Mezzanine Loan” shall mean any of the First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan, Seventh Mezzanine Loan, Eighth Mezzanine Loan or Ninth Mezzanine Loan, each as defined in the Intercreditor Agreement.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“Mortgage Loan” shall have the meaning provided in the recitals.

“Mortgage Loan Agreement” shall mean that certain Second Amended and Restated Loan Agreement, dated as of August 31, 2010 by and between Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mortgage Loan Collateral” shall mean the “Properties” as such term is defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean the Notes and the documents listed on Exhibit A of the Intercreditor Agreement, as the same may be amended from time to time.

“Mortgage Notes” shall mean the Notes.

“Mortgage Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“New Notes” has the meaning provided in Section 12(b).

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“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 23(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Withdrawing Holders” has the meaning provided in Section 8(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(ii) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 27.

“Note Sales Agreement” has the meaning given to such term in the Mortgage Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 12(b).

“Notice Holders” has the meaning provided in Section 8(b).

“Old Note” has the meaning provided in Section 12(b).

“Opt-Out Securitization” shall mean an Opt-Out Eligible Securitization as to which the related Securitizing Holder has elected, pursuant to Section 4(g) hereof, to treat such Securitization as an Opt-Out Securitization.

“Opt-Out Eligible Securitization” shall mean any Securitization as to which one or more of the following are true (i) more than ninety percent (90%) of the securities, certificates or other instruments representing interests therein are and continue to be owned by the related Securitizing Holder or any of the other Initial Holders or one or more of their respective Affiliates, (ii) the related securitization entity is managed (including by contract), at all times following the related transfer, by the related Securitizing Holder or an Affiliate thereof, or (iii) the depositor or issuer (or party on their behalf), as applicable, and any related servicer and trustee has delivered (or delivers contemporaneous with any election by the related Securitizing Holder to treat such Securitization as an Opt-Out Securitization) written notice to each party to this Agreement and the Intercreditor Agreement of its consent to being an Opt-Out Securitization for purposes of this Agreement.

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“Other Depositor” shall mean the depositor with respect to any Other Securitization.

“Other Holder” shall mean, after a Lead Securitization, the Holder of a Note that is not in the Lead Securitization.

“Other Master Servicer” shall mean the master servicer under an Other Pooling and Servicing Agreement.

“Other Note” shall mean, after a Lead Securitization, a Note that is not in the Lead Securitization.

“Other Pooling and Servicing Agreement” shall mean the pooling and servicing agreement or comparable agreement entered into in connection with an Other Securitization.

“Other Securitization” shall mean a Securitization other than the Lead Securitization or any Opt-Out Securitization.

“Other Servicer” shall mean the Other Master Servicer or Other Special Servicer, as applicable.

“Other Special Servicer” shall mean the special servicer under an Other Pooling and Servicing Agreement.

“Other Trustee” shall mean the trustee under an Other Pooling and Servicing Agreement.

“P&I Advance” has the meaning provided in Section 4(c).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 13(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 13(c).

“Pledging Holder” has the meaning provided in Section 13(c).

“Pre-Qualified Special Servicer” shall mean a servicer set forth on Exhibit C hereto.

“Pricing Convention” has the meaning provided in Section 8(b).

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“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Properties” shall have the meaning assigned to such term in the Mortgage Loan Agreement.

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 13(c).

“Regulation AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission (the “Commission”) in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 – 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement).

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

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“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“REMIC” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860(D)(a) of the Code.

“REMIC Provisions” shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final Treasury regulations (and, to the extent not inconsistent with such temporary and final regulations, proposed regulations) and any published rulings, notices and announcements, promulgated thereunder, as the foregoing may be in effect from time to time.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Loan” has the meaning provided in Section 5(e).

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Securitizing Holder” shall mean, with respect to any Securitization, the Holder causing such Securitization to occur by depositing or causing to be deposited all or any portion of the Mortgage Loan into a Securitization trust or CDO or other structured vehicle.

“Selling Holders” has the meaning provided in Section 8(d).

“Sell Response” has the meaning provided in Section 8(c).

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 4(e) to service the Mortgage Loan, including any Lead Master Servicer or Lead Special Servicer under a Lead Pooling and Servicing Agreement.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 8(b).

“Servicer Decision Notice” has the meaning provided in Section 5(b).

“Servicing Advance” has the meaning provided in Section 4(c).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof that governs the servicing of the Mortgage Loan, including, after a Lead Securitization, the Lead Pooling and Servicing Agreement.

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“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Structured Transfer” shall mean any Securitization or Syndication.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of its respective Note.

“Target Holder” has the meaning provided in Section 8(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Transfer” has the meaning provided in Section 13(a).

“Transfer Notice” has the meaning provided in Section 13(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mortgage Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mortgage Loan or the Mortgage Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mortgage Loan Document.

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2. Administration; Discounted Pay-offs. Administration and servicing of the Mortgage Loan shall be governed by the Mortgage Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mortgage Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mortgage Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and, subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mortgage Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mortgage Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mortgage Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(ii) second, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iii) third, any breakage costs and/or prepayment fees, to the extent actually paid by the Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof); and

(iv) fourth, if any Excess Interest Over the Mortgage Note Interest Rate or any other amount is paid by the Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (iii), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof).

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mortgage Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the

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extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mortgage Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mortgage Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Provisions of Pooling and Servicing Agreements.

(a) Each Holder agrees that if its Note is included in an Other Securitization, the Other Pooling and Servicing Agreement shall contain provisions to the following effect: (1) such Other Holder shall be responsible for its proportionate share of any non-recoverable Servicing Advances (and advance interest thereon) or “additional trust fund expenses” (as such term is defined in the Lead Pooling and Servicing Agreement), (other than interest on principal or interest advances made pursuant to the Lead Pooling and Servicing Agreement or an Other Pooling and Servicing Agreement), that relate directly to the servicing of the Mortgage Loan (and not any other loan), including any unpaid “special servicing fees”, “workout fees” and “liquidation fees” relating to the Mortgage Loan, and that in the event that the funds received with respect to each respective Note are insufficient to cover such Servicing Advances (and advance interest thereon) or “additional trust fund expenses,” (x) the applicable Other Master Servicer will be required to promptly reimburse its pro rata share to the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee, as applicable, out of general funds in the collection account (or equivalent account) established under the related Other Pooling and

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Servicing Agreement, and (y) if the Lead Pooling and Servicing Agreement permits the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee to reimburse itself from the Lead Securitization’s general account, then the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee, as applicable, may do so and the Other Master Servicer will be required to reimburse its pro rata share to the Lead Securitization out of general funds in the collection account (or equivalent account) established under the related Other Pooling and Servicing Agreement, (2) each of the Lead Master Servicer, the Lead Special Servicer and the Lead Trustee shall be indemnified, absent bad faith, willful misconduct or negligence, against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the Lead Pooling and Servicing Agreement or applicable Other Pooling and Servicing Agreement that relate directly to its servicing of the Mortgage Loan, and the applicable Other Master Servicer will be required to reimburse its pro rata share to the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee, as applicable, out of general funds in the collection account (or equivalent account) established under the related Other Pooling and Servicing Agreement, (3) the related Other Master Servicer or the applicable Other Trustee will be required to deliver notice to each Other Holder, the Lead Trustee, the Lead Master Servicer and the Lead Special Servicer of the deposit of such Note into a Securitization trust (which notice shall also provide contact information for the related Other Trustee, the Other Master Servicer, the Other Special Servicer and the related controlling class representative), accompanied by a copy of the executed Other Pooling and Servicing Agreement, (4) each Other Master Servicer and Other Special Servicer must be a Qualified Servicer and one of the servicing events of default under the Other Pooling and Servicing Agreement shall include the Other Master Servicer and Other Special Servicer no longer being a Qualified Servicer, and (5) the Lead Master Servicer and the Lead Special Servicer shall be third-party beneficiaries of the provisions in each Other Pooling and Servicing Agreement that effect the foregoing clauses (1) through (4). Each of the foregoing obligations of an Other Holder shall be deemed satisfied to the extent that the related Other Pooling and Servicing Agreement contains a provision corresponding to the obligation set forth in this Section.

(b) The Holder(s) transferring Notes to the Lead Securitization shall provide any Other Holder(s) at least five (5) Business Days’ opportunity to review and comment on the Lead Pooling and Servicing Agreement prior to the execution and delivery thereof by the respective parties thereto, and such Holder(s) transferring Notes to the Lead Securitization shall cause the Lead Pooling and Servicing Agreement to (x) conform to the material and reasonable comments of such Other Holder(s), (y) to be consistent with this Agreement, and (z) to contain provisions to the effect that: (i) the Lead Master Servicer and Lead Special Servicer must service and administer the Mortgage Loan for the benefit of all the Holders in accordance with (A) any and all applicable laws, (B) the express terms of this Agreement, the Intercreditor Agreement, the Mortgage Loan and the Lead Pooling and Servicing Agreement (including without limitation the voting provisions hereof and thereof), and (C) to the extent consistent with the foregoing, a servicing standard that is consistent with servicing mortgage loans secured by gaming properties and otherwise consistent with servicing standards included in pooling and servicing agreements or other comparable agreements related to commercial mortgage securitizations involving the issuance of commercial mortgage-backed securities that are rated investment grade by one or more of Moody’s, Fitch and S&P; (ii) the initial Lead Special Servicer shall be either (x) a Pre-Qualified Special Servicer or (y) if not a Pre-Qualified Special Servicer, then appointed by the

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Holders as a Majority Decision, (iii) any late collections received on the Mortgage Loan in respect of which advance interest has already been paid by a service provider of an Other Securitization shall be reimbursed by the Lead Master Servicer to such Other Securitization within one (1) Business Day of receipt thereof; (iv) any Other Holder, and when such Other Holder’s Note is an asset of an Other Securitization the related controlling class representative, shall be entitled to receive (A) standard CMSA reports with respect to the Mortgage Loan, the Borrower and the Mortgage Loan Collateral and (B) any other information relating to the Mortgage Loan, the Borrower or the Mortgage Loan Collateral that is provided to Lead Securitization Holders and any related controlling class or that such Other Holder may reasonably request (at the sole cost and expense of such Other Holder (if such information is requested by the Other Holder) and subject to any applicable confidentiality requirements set forth in the Lead Pooling and Servicing Agreement); provided, however, that no information provided to the controlling class of the Lead Securitization will be provided to any controlling class if any such controlling class is held by the Borrower, any Related Mezzanine Loan Borrower or any Affiliate of any of them or a Sponsor Affiliate; (v)(A) the Other Holders and any Other Depositors are intended third-party beneficiaries in respect of the rights afforded them under the Lead Pooling and Servicing Agreement and may directly enforce such rights and that the Lead Pooling and Servicing Agreement may not be amended in a manner that materially and adversely affects any Other Holder or any Other Depositor without its consent and (B) each Other Master Servicer, Other Special Servicer and Other Trustee shall be a third-party beneficiary of the Lead Pooling and Servicing Agreement with respect to all provisions therein expressly relating to compensation, reimbursement or indemnification of such Other Master Servicer, Other Special Servicer or Other Trustee, as the case may be, and the provisions regarding coordination of advances; (vi) each Lead Master Servicer and Lead Special Servicer must be a Qualified Servicer and one of the servicing events of default under the Lead Pooling and Servicing Agreement shall include the Servicer no longer being a Qualified Servicer and, if Moody’s or Fitch is not a rating agency for the Lead Securitization and is a rating agency for the securities issued in an Other Securitization, shall also include the Servicer receiving actual knowledge that Moody’s or Fitch, as the case may be, has (A) qualified, downgraded or withdrawn its rating or ratings of one of more classes of such securities, or (B) placed one or more classes of such securities on “watch status” in contemplation of possible rating downgrade or withdrawal (and such “watch status” placement shall not have been withdrawn by Moody’s or Fitch, as the case may be, within sixty (60) days of such actual knowledge), and, in case of either of clause (A) or (B), citing servicing concerns with the Servicer as the sole or a material factor in such rating action; (vii) the Lead Master Servicer or Lead Special Servicer shall be required to notify each Other Holder promptly (but in any event within five (5) Business Days) following the date (if any) when the Mortgage Loan becomes a “specially serviced mortgage loan” (or such other similar term) and the date thereafter (if any) when the Mortgage Loan ceases to be a specially serviced mortgage loan and is returned to performing status; (viii) any resignation, removal or assignment of the duties of the Lead Master Servicer or Lead Special Servicer under the Lead Pooling and Servicing Agreement shall not be effective unless, in addition to such other conditions and requirements as may be set forth in the Lead Pooling and Servicing Agreement, there shall have been obtained a Rating Agency Confirmation with respect to the securities issued pursuant to any Other Securitization from each applicable rating agency that rates such securities; (ix) if any particular servicing action under the Lead Pooling and Servicing Agreement with respect to the Mortgage Loan is conditioned upon or requires Rating Agency

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Confirmation with respect to the securities issued pursuant to the Lead Securitization, then it shall be an additional condition or requirement for such action that the Lead Master Servicer or Lead Special Servicer shall likewise obtain Rating Agency Confirmation with respect to the securities issued pursuant to any Other Securitization from each applicable Rating Agency that rates such securities; (x) if any Other Securitization involves publicly offered commercial mortgage-backed securities, each of the Lead Master Servicer, the Lead Special Servicer and, if applicable, the Lead Trustee shall timely provide (and shall cause any applicable servicers (within the meaning of Regulation AB) retained by it with respect to the Mortgage Loan to timely provide) to the applicable Other Depositor, upon twenty (20) days’ notice, all disclosure information with respect to itself as a servicer (within the meaning of Regulation AB) required to be included in any related offering document under Items 1108, 1109, 1117, and 1119 and/or any other applicable Items of Regulation AB and, further, shall provide (and shall cause any applicable servicers (within the meaning of Regulation AB) retained by it with respect to the Mortgage Loan to provide) to the applicable Other Depositor, the applicable underwriters and placement agents and their respective officers, directors and affiliates customary securities law indemnities in respect of such disclosure information, all consistent with those commonly provided in comparable securitizations; (xi) if any Other Securitization involves publicly offered commercial mortgage-backed securities, each of the Lead Master Servicer, Lead Special Servicer and Lead Trustee (and any applicable primary servicer or other party participating in the servicing of or performing material duties with respect to the Mortgage Loan) shall be required to provide or cause to be provided (A) all necessary information, certificates, attestations, reports, letters and other materials and/or (B) all reasonable cooperation, necessary or appropriate to enable the related Other Depositor with respect to such Other Securitization to timely comply with the applicable reporting requirements under the Exchange Act and/or the Securities Act (including without limitation, if applicable, Regulation AB), at all such times as the trust for such Other Securitization is subject to such requirements; and (xii) each of the Lead Master Servicer and the Lead Special Servicer shall afford to the Other Holders, any Other Depositors and any Other Trustees access to any records relating to the Mortgage Loan, the Borrower or the Mortgage Collateral as such Person may reasonably request, at such Other Holder’s, Other Depositor’s and other registered holder’s or beneficial owner’s sole cost and expense (and subject to any applicable confidentiality requirements set forth in the Lead Pooling and Servicing Agreement), except to the extent it is prohibited from doing so by applicable law or contract. Each of the foregoing obligations of the Lead Securitization Holders shall be deemed satisfied to the extent that the Lead Pooling and Servicing Agreement contains a provision corresponding to the obligation set forth in this Section, it being understood that the Lead Pooling and Servicing Agreement may contain provisions (i) in the case of information being delivered solely upon request, requiring ten (10) days written notice specifying in reasonable detail the information requested, (ii) requiring the payment to the Lead Master Servicer or the Lead Special Servicer, as applicable, of reasonable costs and expenses with respect to providing information, (iii) requiring requests for access to information at the offices of the Lead Master Servicer or the Lead Special Servicer, as applicable, to be made during normal business hours and (iv) allowing the Lead Master Servicer or the Lead Special Servicer, as applicable, to affix a reasonable disclaimer to any information provided by it for which it is not the original source.

(c) The Lead Pooling and Servicing Agreement shall provide that the Lead Master Servicer shall be the lead master servicer on the Mortgage Loan, and from time to time it

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shall make the following advances, subject to the terms of the Lead Pooling and Servicing Agreement and this Agreement: (i) servicing or property protective advances (a “Servicing Advance”) on the Mortgage Loan and (ii) principal and/or interest advances (a “P&I Advance”) on the Lead Securitization Notes. In no event shall the Lead Master Servicer have any obligations to make P&I Advances to or for the benefit of any Other Holders. Each of the Lead Master Servicer, the Lead Special Servicer and the Lead Trustee will be entitled to reimbursement for a Servicing Advance made by such Person, first out of collections on the Mortgage Loan to the extent provided in the Lead Pooling and Servicing Agreement, and then, if collections on the Mortgage Loan are insufficient to reimburse such Person, such Person shall be entitled to reimbursement for such Servicing Advance from general collections of the Lead Securitization as provided in the Lead Pooling and Servicing Agreement. In the event that the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee makes any Servicing Advance with respect to the Mortgage Loan that becomes a non-recoverable advance, each Other Holder shall promptly reimburse the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee, as applicable, upon demand, for its pro rata share of such Servicing Advance, together with interest thereon at the rate specified in the Lead Pooling and Servicing Agreement. In addition, each Other Holder shall promptly reimburse the Lead Master Servicer or the Lead Special Servicer for its pro rata share of any fees, costs or expenses that relate directly to the servicing of its respective Note as to which the Lead Master Servicer or the Lead Special Servicer, as applicable, is entitled to be reimbursed pursuant to the Lead Pooling and Servicing Agreement. If the Lead Pooling and Servicing Agreement permits the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee to reimburse itself from the Lead Securitization’s general collections account, then the Lead Master Servicer, the Lead Special Servicer or the Lead Trustee, as applicable, may do so and, if required under the Lead Pooling and Servicing Agreement, the Lead Master Servicer, on behalf of the Trust Fund, will seek reimbursement from each Other Holder. If any Note is part of an Other Securitization, the related Other Pooling and Servicing Agreement shall provide that the related servicer or trustee in such Other Securitization shall use general collections of the related Other Securitization trust to pay such Other Holder’s proportionate share of the amounts described in this paragraph. Each Holder shall be responsible for its proportionate share of all amounts payable pro rata among the Holders, including any non-recoverable Servicing Advances (and advance interest thereon) or “additional trust fund expenses” (as such term is defined in the Lead Pooling and Servicing Agreement) that relate directly to the servicing of the Mortgage Loan and any unpaid “special servicing fees”, “workout fees” and “liquidation fees” relating to the Mortgage Loan under the Lead Pooling and Servicing Agreement, whether or not such Note is in a Securitization.

(d) Each Other Master Servicer may be required to make principal and/or interest advances on the related Note, from time to time, subject to the applicable Other Pooling and Servicing Agreement, the Lead Pooling and Servicing Agreement and this Agreement. The Lead Master Servicer and each Other Master Servicer shall each independently make its own recoverability determination with respect to a P&I Advance for its Note based on the information that each has on hand and in accordance with the Lead Pooling and Servicing Agreement or the Other Pooling and Servicing Agreement, as applicable, for the related Securitization. Each master servicer shall be required to advise the other master servicers of the amount of its P&I Advance within two (2) Business Days of making such advance. If either the Lead Master Servicer or any Other Master Servicer determines that a proposed P&I Advance, if made, would be non-recoverable from related collections on the Mortgage Loan or an outstanding P&I

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Advance is non-recoverable from related collections on the Mortgage Loan or if the Lead Master Servicer subsequently determines that a proposed Servicing Advance would be non-recoverable from related collections on the Mortgage Loan or an outstanding Servicing Advance is non-recoverable from related collections on the Mortgage Loan, it will advise each Other Master Servicer within one (1) Business Day of making such determination. Once notice of such determination has been delivered by the Lead Master Servicer or the Lead Master Servicer receives written notice of such determination by any Other Master Servicer, the Lead Master Servicer, the Lead Trustee, any Other Master Servicer or any other party to the related pooling and servicing agreement may rely on such recoverability determination in accordance with the Lead Pooling and Servicing Agreement or the Other Pooling and Servicing Agreement, as applicable, for the related Securitization. Notwithstanding anything herein to the contrary, each master servicer or other maker of a P&I Advance shall only be entitled to reimbursement for a P&I Advance and interest thereon first from amounts allocated to the related Note pursuant to this Agreement, and then, if such funds are insufficient to reimburse such master servicer or other advancing party, such master servicer or other advancing party shall be entitled to reimbursement for such P&I Advance from general collections of the related Securitization trust, in each case, pursuant to the terms of the Lead Pooling and Servicing Agreement or the Other Pooling and Servicing Agreement for the applicable Securitization.

(e) The Lead Pooling and Servicing Agreement shall provide that (i) if a servicing event of default, which remains unremedied, has occurred with respect to the Lead Master Servicer under the Lead Pooling and Servicing Agreement and such servicing event of default materially and adversely affects any Holder of an Other Note or the rating of any class of commercial mortgage securities backed by any Other Note, and the Lead Master Servicer is not otherwise terminated under the Lead Pooling and Servicing Agreement, then the holder of such Other Note or the trustee of the related Other Securitization into which such Other Note has been deposited, acting at the direction of the related controlling class representative, shall be entitled to direct the Lead Master Servicer and/or the Lead Trustee of the Lead Securitization to appoint a primary servicer solely with respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the current sub-servicer, but only if such original sub-servicer is in default under the related sub-servicing agreement), (ii) the appointment (or replacement) of a primary servicer or sub-servicer with respect to the Mortgage Loan, as contemplated in clause (i) above, will in any event be subject to any Rating Agency Confirmation required by the Lead Pooling and Servicing Agreement and any required rating agency confirmation pursuant to the related Other Pooling and Servicing Agreement, and (iii) the primary servicer or sub-servicer, as applicable, shall be selected by the Holders as a Majority Decision (which may include the Holders that are part of a Securitization); provided that if the Holders are not able to agree on a primary servicer or sub-servicer, as applicable, within forty-five (45) days, such primary servicer or sub-servicer, as applicable, shall be selected by the largest consensus (by Percentage Interest) among the Holders.

(f) The Lead Pooling and Servicing Agreement shall provide that (i) if a special servicing event of default, which remains unremedied, has occurred with respect to the Lead Special Servicer under the Lead Pooling and Servicing Agreement and such special servicing event of default materially and adversely affects any Holder of an Other Note or the rating of any class of commercial mortgage securities backed by any Other Note, and the Lead Special Servicer is not otherwise terminated under the Lead Pooling and Servicing Agreement,

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then the holder of such Other Note or the trustee of the related Securitization into which such Other Note has been deposited, acting at the direction of the related controlling class representative, shall be entitled to direct the Lead Master Servicer and/or the Lead Trustee of the Lead Securitization to appoint a replacement special servicer solely with respect to the Mortgage Loan, (ii) the appointment (or replacement) of a replacement special servicer with respect to the Mortgage Loan, as contemplated in clause (i) above, will in any event be subject to any Rating Agency Confirmation required by the Lead Pooling and Servicing Agreement and any required rating agency confirmation pursuant to the related Other Pooling and Servicing Agreement, and (iii) the replacement special servicer shall be selected by the Holders as a Majority Decision (which may include the Holders that are part of a Securitization); provided that if the Holders are not able to agree on a replacement special servicer within forty-five (45) days, such replacement special servicer shall be selected by the largest consensus (by Percentage Interest) among the Holders.

(g) Any Securitizing Holder may opt-out of becoming the Lead Securitization and/or an Other Securitization; provided such Securitizing Holder securitizes its Note or any portion thereof in an Opt-Out Eligible Securitization and such Securitizing Holder (x) delivers notice to each Other Holder, the Lead Master Servicer, the Lead Special Servicer, the Lead Trustee, each Other Master Servicer, each Other Special Servicer and each Other Trustee of the deposit of such Note into a securitization entity (which notice shall also provide contact information for the related master servicer, special servicer, trustee and the related controlling class representative for such Opt-Out Securitization) accompanied by a written notice that it is opting out of becoming the Lead Securitization and/or an Other Securitization, and (y) provide that any servicer appointed under such securitization entity must be a Qualified Servicer and one of the servicing events of default under the related pooling and servicing agreement or indenture or other similar governing document shall include the servicer appointed thereunder no longer being a Qualified Servicer. In addition, with respect to any Opt-Out Securitization, the execution of any servicing agreement by the related Holder(s) in connection with such Opt-Out Securitization shall not affect the definition of Servicing Agreement hereunder and the Mortgage Loan shall continue to be serviced in accordance with either the Interim Servicing Agreement (or any substitute servicing agreement entered into by the Holders and the Servicer) or the Lead Pooling and Servicing Agreement, as applicable.

5. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions and Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by

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Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mortgage Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Notwithstanding the foregoing, after a Lead Securitization, if the Servicer determines that failure to take any action would violate applicable law or any REMIC provision applicable to a Securitization, then the Servicer may take any such action without waiting for the consent of the Holders and may take or refrain from taking any such action without regard to any contrary instructions from the Holders. Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mortgage Loan and the Mortgage Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mortgage Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super-Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mortgage Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mortgage Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 5(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business

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Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 13(b)(ii) and Section 24 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mortgage Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Notwithstanding the foregoing, after a Lead Securitization, to the extent provided in the related Servicing Agreement governing the servicing of the Mortgage Loan in connection with such Lead Securitization, if the Servicer determines that failure to take any action would violate applicable law or any REMIC provision, then the Servicer may take any such action without waiting for the consent of the Holders or, as necessary, take or refrain from taking any such action without regard to any contrary instructions from the Holders. Any determination as to whether a specified action under Section 15(n) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mortgage Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(n) of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the applicable Mezzanine Loan.

(d) Successor/Replacement Servicer. The Initial Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, prior to the Lead Securitization, a Deciding Majority of the Holders of the Mortgage Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Prior to the Lead Securitization, upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement, the Mortgage Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, prior to the Lead Securitization, a Deciding Majority of the Holders of the Mortgage Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement,

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to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mortgage Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mortgage Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with or is not inconsistent with this Agreement, the Note Sales Agreement, the Mortgage Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 5(d) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible. The removal and replacement of the Servicer on and after the Lead Securitization shall be governed by the terms of the related Servicing Agreement.

(e) REO Loan. Prior to the Lead Securitization, in the event the Mortgage Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mortgage Loan Collateral shall be held in a newly-formed single purpose entity for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mortgage Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Mortgage Loan Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 5(e) and such Borrower Affiliate Holder shall be prohibited from giving any direction or approval relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 24 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mortgage Loan Collateral, the Mortgage Loan shall be considered an “REO Loan” held by the Holders until such time as the Mortgage Loan Collateral shall be sold, transferred or conveyed by the Holders, and this Agreement shall continue in full

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force and effect during such ownership of the Mortgage Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Loan” shall be considered outstanding, payments and collections with respect to the Mortgage Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mortgage Loan in accordance with the terms of the Mortgage Notes and this Agreement.

(f) Sale of the Mortgage Loan. Neither the Servicer (nor, with respect to any Securitization, any servicer of such Securitization) shall have any authority under this Agreement to cause the sale of any Note not in the Securitization administered by such Servicer (or Other Servicer, as the case may be) without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(g) Removal and Replacement of Lead Special Servicer. Holders representing a Deciding Majority shall have the right, at their expense (including, without limitation, the reasonable costs and expenses of counsel to any third-parties), to remove the Lead Special Servicer for the Mortgage Loan at any time for any reason whatsoever or no reason, upon at least thirty (30) days prior notice to the Lead Special Servicer. Holders representing a Deciding Majority shall then appoint a successor Lead Special Servicer for the Mortgage Loan in accordance with this Section 5(g), provided that such Lead Special Servicer shall be a Qualified Servicer. The appointment of a successor Lead Special Servicer for the Mortgage Loan shall not be effective until (i) the Lead Trustee shall have received a Rating Agency Confirmation with respect to any rated securities issued by the Lead Securitization and the Other Trustee shall have received a Rating Agency Confirmation with respect to any securities issued by the Other Securitization; (ii) the successor Lead Special Servicer has assumed in writing all of the responsibilities, duties and obligations of the Lead Special Servicer from and after the date it becomes the Lead Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Lead Trustee; and (iii) the Lead Trustee shall have received an opinion of counsel reasonably satisfactory to the Lead Trustee to the effect that (A) the designation of such replacement to serve as Lead Special Servicer is in compliance with the Lead Pooling and Servicing Agreement, (B) such replacement will be bound by the terms of the Lead Pooling and Servicing Agreement with respect to the Mortgage Loan and (C) subject to customary and satisfactory qualifications and exceptions, the Lead Pooling and Servicing Agreement will be enforceable against such replacement in accordance with its terms. If within thirty (30) days after giving notice of the removal of the existing Lead Special Servicer the appointment of such successor Lead Special Servicer has not become effective, the Lead Trustee acting at the direction of the controlling class representative of the Lead Securitization shall have the right to designate a successor Lead Special Servicer acceptable to the Rating Agencies (which may be the existing Lead Special Servicer, notwithstanding such notice of removal) as the successor Lead Special Servicer, to serve until such time as the appointment of a successor designated by the Holders representing a Deciding Majority in accordance with this Section 5(g) has become effective.

(h) Transfers to a REMIC. If a Note or any portion thereof is Transferred to a REMIC prior to the Lead Securitization, then notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove, an action with respect to a Majority Decision, Super-Majority Decision or Unanimous Decision, in no event shall the

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Servicer take any action or refrain from taking any action which would (A) result in the imposition of the tax on “prohibited transactions” as defined in section 860F(a)(2) of the Code of such REMIC or (B) cause any such REMIC to fail to qualify as a REMIC under the REMIC Provisions. The taking of, or refraining from taking, any action by the Servicer contrary to the directions of, or in a manner disapproved by, the Holders voting in a Majority Decision, Super-Majority Decision or Unanimous Decision, as applicable, shall not constitute an “Event of Default” under the Servicing Agreement so long as the Servicer’s taking, or refraining from taking, such action in accordance with the direction of, or with the approval of, such Holders would have (A) resulted in the imposition of the tax on “prohibited transactions” as defined in section 860F(a)(2) of the Code of such REMIC or (B) caused any such REMIC to fail to qualify as a REMIC under the REMIC Provisions.

(i) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Loan following election by a Deciding Majority of Holders to accelerate the Loan.

(j) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Loan or an acceleration of the Loan in accordance with Section 5(i) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Properties, or any of them (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against such Properties within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Properties, or any of them (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Properties, or any of them, not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Properties, or any of them.

6. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

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(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mortgage Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mortgage Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 6 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 6 constitute absolute, unconditional and continuing obligations.

7. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

8. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holders acknowledge, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders

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are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 8 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 8(b) below.

(b) Prior to the Lead Securitization, if Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 8(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 5 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 8(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mortgage Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”) shall specify a price for the Mortgage Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mortgage Loan (which may be all or only a portion of the Mortgage Loan, as determined by the Holders through the operation of this Section 8) in accordance with the terms of this Section 8. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mortgage Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mortgage Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mortgage Loan actually being transferred in accordance with the terms hereof; provided, however, that the

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foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mortgage Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mortgage Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mortgage Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances, plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 8 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy-Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 8(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

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(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mortgage Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mortgage Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mortgage Loan, and the administration thereof, including, without limitation (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mortgage Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

9. Representations of the Holders. (a) Subject to the provisions of Section 9(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mortgage Loan and to perform its obligations under this Agreement.

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(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 13(c).

10. Directing Senior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Senior Lender with respect to the Mortgage Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Senior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mortgage Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof;

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(b) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mortgage Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(c) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(d) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Senior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, prior to the Lead Securitization, a Deciding Majority may terminate the Servicer as Directing Senior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Senior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Senior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement. On and after the Lead Securitization, the Servicer shall act as Directing Senior Lender.

11. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

12. Structured Transfers; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Structured Transfer. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Structured Transfer (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Structured Transfer, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mortgage Loan Documents, and to cooperate with the Requesting

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Holder in attempting to cause Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Securitization; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mortgage Loan Document or otherwise be prohibited by any of the Mortgage Loan Documents, (iv) be inconsistent with the terms hereof or of the Mortgage Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Securitization, each Holder agrees to provide for inclusion in any disclosure document relating to the related Securitization such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mortgage Loan Documents and the restrictions on transfers herein, in connection with any Structured Transfer or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties to execute amended and restated or additional notes (respectively, the “New Notes”) or to create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mortgage Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 12, no consent by such parties is required for any such allocations), (vi) the due

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dates for any principal and interest payments shall not be changed and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Mortgage Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Securitization and subject to the terms of the first sentence of Section 12(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Securitization, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 12, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Securitization document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Securitization. Each Holder engaging in a Securitization and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Securitization shall deliver to each other Holder drafts of the preliminary and final Securitization offering documents at such time as the Holder engaging in a Securitization deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Securitization), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Securitization shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Structured Transfer, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mortgage Loan as a whole) shall not include any collections allocable to any Note not included in such Structured Transfer.

13. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mortgage Loan except in accordance with this Section 13 and the restrictions on transfer, participation and Securitization set forth in the Intercreditor Agreement and any Mortgage Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in

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Section 13(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 13(c), without Rating Agency Confirmation (with respect to any Notes or interests therein included in a Lead Securitization or Other Securitization, if any) and the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders or Rating Agency Confirmation (to the extent required), and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders or a Rating Agency Confirmation, as applicable. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (v) the Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Borrower and/or a Related Mezzanine Loan Borrower solely due to the exercise of remedies under a Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of Borrower and/or such Related Mezzanine Loan Borrower so long as such Affiliate of such Holder also became an Affiliate of Borrower and/or such Related Mezzanine Loan Borrower solely by virtue of the exercise of remedies under a Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Notwithstanding the foregoing, any Borrower, any Related Mezzanine Loan Borrower or any Affiliate of any of them or Sponsor Affiliate may purchase Certificates (as defined in the Intercreditor Agreement) in connection with a Securitization of any part of the Mortgage Loan and no such purchase by Borrower, any Related Mezzanine Loan Borrower or any Affiliate of any of them or Sponsor Affiliate shall cause the trustee of any Securitization of the Mortgage Loan (or the Securitization Vehicle (as defined in the Intercreditor Agreement) holding the Mortgage Loan or any portion thereof) to be deemed to be an Affiliate Holder or Affiliate Lender provided that the pooling and servicing agreement or comparable agreement entered into in connection with such Securitization shall provide that the Borrower, any Related Mezzanine Loan Borrower or any Affiliate of any of them or Sponsor Affiliate shall not in any event be the controlling class representative, controlling party, controlling holder, or holder of comparable control rights thereunder. Any transferee of any Note or interest therein (other than a Trustee in the Lead Securitization or the Other Trustee in an Other Securitization or a participant in the Mortgage Loan who shall take

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subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Mortgage Co-Lender Agreement”, a list of the original parties to the Co-Lender Agreement, a statement that such Transfer Notice relates to the Mortgage Loan, together with the principal balance of the Mortgage Loan, the origination date of the Mortgage Loan, and the original parties to the Mortgage Loan, or (ii) a copy of this Agreement.

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to any Mezzanine Loan or the Mortgage Loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Mortgage Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mortgage Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder

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(or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(i) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to the Mortgage Loan or any Mezzanine Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 13(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. Notwithstanding anything to the contrary contained herein or in any other Mortgage Loan Document, the foregoing obligation to indemnify each other Holder (as set forth in clause (y) of the preceding sentence) or to transfer its Notes or interest therein (as set forth in clause (z) of the preceding sentence) shall not apply to any trust in connection with a Securitization other than an Opt-Out Securitization that satisfies clause (i) or (ii) of the definition of Opt-Out Eligible Securitization unless such Opt-Out Securitization is structured as a REMIC. For the avoidance of doubt, this Section 13(b)(ii) shall not apply if (i) such Holder’s interest in the Mortgage Loan and any Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Mortgage Loan and each Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Mortgage Loan and any Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Mortgage Loan and each Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 13(b) and 13(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 13(c). No Loan Pledgee may be the Borrower, any borrower under a Mezzanine Loan, any Affiliate of the Borrower or of a borrower under a Mezzanine Loan, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee

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without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mortgage Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mortgage Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 13 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

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(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 13 hereof.

14. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Borrower, its Affiliates, any holder of preferred equity in the Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Mezzanine Loan (collectively, “Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

15. Exercise of Remedies. (a) (i) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decisions, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor

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Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mortgage Loan Documents; (ii) to consent to any action or failure to act by the Borrower or any party to the Mortgage Loan Documents; (iii) to call an Event of Default under the Mortgage Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mortgage Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mortgage Loan Documents or otherwise with respect to the Mortgage Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mortgage Loan, to foreclose and sell and otherwise deal with the Mortgage Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mortgage Loan Collateral, and to enforce or refrain from enforcing the Mortgage Loan Documents; (v) to file any bankruptcy petition against the Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mortgage Loan in any bankruptcy, insolvency or similar type of proceeding of the Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 15 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mortgage Loan Documents.

16. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mortgage Loan and to the extent of amount distributable hereunder.

17. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Borrower pursuant to Section 9.11 of the Mortgage Loan Agreement shall be permitted other than in compliance with such section.

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19. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 4, Section 6 and Section 13, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

20. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

21. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

22. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 22. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 24 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Borrower, the manager of the Mortgage Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

23. Withholding Taxes. (a) If the Servicer or the Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mortgage Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mortgage Loan Documents, the Servicer shall enforce against the Borrower any right to receive a reimbursement from the Borrower with respect to any Taxes withheld from such Holder.

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(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 23 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 23.

24. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any other rights or remedies, or grant any consents or waivers, or (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the

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Servicing Agreement or the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mortgage Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mortgage Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mortgage Loan Documents with respect to the Mortgage Loan, such Holder shall not take into account its respective interests as holder of the equity in the Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mortgage Loan.

25. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

26. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mortgage Loan.

27. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 13(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

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28. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

29. Custody of Mortgage Loan Documents. The Mortgage Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (as successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mortgage Loan Documents shall be held as determined by the Deciding Majority, or after the occurrence of the Lead Securitization, the Mortgage Loan Documents shall be held in accordance with the Lead Pooling and Servicing Agreement.

30. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:

By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, as Note A-5 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp.,
	its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Note A-9 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$4,000,000,000 Mortgage Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

Initial Holder:

[Redacted.]

B-1

EXHIBIT C

PRE-QUALIFIED SPECIAL SERVICER

Bank of America, National Association Capital Markets Servicing Group 900 West Trade Street NC1-026-06-01 Suite 650 Charlotte, North Carolina 28255 Attention: [Name of Securitization] Telephone: (704) 317-0750 Facsimile: (704) 317-0770	LNR Partners Inc. 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Ronald E. Schrager, Division Pres. 305.695.5649 www.lnrproperty.com
C-III Asset Management LLC John Lloyd Senior Director and Manager – Servicing 5221 N. O’Connor Blvd., Suite 600 Irving, Texas 972.868.5343 www.centerline.com	Midland Loan Services Inc. Business Development Office 7200 Wisconsin Avenue, Suite 314 Bethesda, Maryland 20814 Stacey Berger, EVP 301.986.5818 www.midlandls.com
GE Capital Realty Group Inc. 16479 Dallas Parkway, Suite 400 Dallas, Texas 75228-2661 Bruce Wheeless, SVP 972.447.2526 www.gecapital.com	Wells Fargo Bank, N.A. Structured Products Services 301 South College Street Charlotte, North Carolina 28288 James Gray 704.715.1384
J.E. Robert Co. Inc. 1650 Tysons Boulevard, Suite 1600 McLean, Virginia 22102 Keith Belcher, Managing Director 703.714.8000 www.jer.com
KeyBank Real Estate Capital 911 Main Street, Suite 700 Kansas City, Missouri 64105 Marty L. O’Connor, VP 816.460.2170 www.key.com

C-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mortgage Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mortgage Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the Mortgage Loan Collateral or any other enforcement action under the Mortgage Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 5(j) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mortgage Loan Documents, any consent to an assignment and assumption of any of the obligations of the Borrower under the Mortgage Loan;

(f) any determination to bring the Mortgage Loan Collateral into compliance with applicable environmental laws or otherwise addressing hazardous materials located at the Mortgage Loan Collateral;

(g) any renewal or replacement of any insurance policy required to be maintained under any Mortgage Loan Document to the extent that the renewal or replacement policy does not comply with the terms of such Mortgage Loan Document;

(h) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Borrower or required under the Mortgage Loan Documents;

(i) any approval of the transfer of any portion of the Mortgage Loan Collateral to the extent any such approval is requested by the Borrower or required under the Mortgage Loan Documents and is not otherwise included as a Unanimous Decision;

(j) any material modification to a ground lease;

(k) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mortgage Loan rather than toward restoration of the Mortgage Loan Collateral, in each case, to the extent any such approval is requested by the Borrower or required under the Mortgage Loan Documents;

I-1

(l) the subordination of any lien (other than the lien on any material Mortgage Loan Collateral) created pursuant to the terms of the Mortgage Loan Documents;

(m) any material alteration to any of the Mortgage Loan Collateral, in each case, to the extent any such approval is requested by the Borrower or required under the Mortgage Loan Documents;

(n) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mortgage Loan Documents;

(o) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision;

(p) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(q) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision; and

(u) the incurrence by the Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mortgage Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mortgage Loan Agreement); provided, however, that, following the acceleration of the Mortgage Loan, the consent to any action that results in the Mortgage Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement;

(f) the release, substitution (involving a release) or sale of any material Mortgage Loan Collateral or any other material collateral securing the Mortgage Loan or any material guaranty of obligations under the Mortgage Loan (other than to the extent permitted under the Mortgage Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mortgage Loan Agreement), in each case under Section 2.5 of the Mortgage Loan Agreement) or the reduction of any release consideration under the Mortgage Loan Agreement;

(g) the amendment of any Mortgage Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mortgage Loan or any Note (whether among Holders of the Mortgage Loan or among the Mortgage Loan and the Mezzanine Loans) under the Mortgage Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Senior Lender (as defined in the Intercreditor Agreement);

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

III-1

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mortgage Loan Collateral.

III-2

EX-10.16

Exhibit 10.16

Execution Copy

AGREEMENT AMONG THE FIRST MEZZANINE NOTEHOLDERS

(First Mezzanine Loan)

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

BLACKSTONE SPECIAL FUNDING (IRELAND),

as successor in interest to German American Capital Corporation,

as Note- A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.,

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	13
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	20
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	38

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	41
31.	Collateral Agent	41

-ii-

THIS AGREEMENT AMONG THE FIRST MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), BLACKSTONE SPECIAL FUNDING (IRELAND) (as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION), as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”) and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated First Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain First Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $300,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $300,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and

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(ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the First Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender

-3-

Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

-4-

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

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“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

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“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated First Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit B of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower

-7-

to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

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“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

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“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

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“Transfer Notice” has the meaning provided in Section 14(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

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3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance

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with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the

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Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the

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Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure

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of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase

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Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is

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required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

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6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information

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reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a

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Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that

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would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in

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writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from

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that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in

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accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

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(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

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(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing

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Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation. (a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause

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Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate,

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either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan

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Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed

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copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s First Mezzanine Co-Lender Agreement”, a list of the original parties to the First Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the First Mezzanine Loan, together with the principal balance of the First Mezzanine Loan, the origination date of the First Mezzanine Loan, and the original parties to the First Mezzanine Loan or, (ii) a copy of this Agreement

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the

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Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any

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Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

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(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The

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Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

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23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

-38-

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage

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interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among

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JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:

By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND), as Note A-5 Holder
	By: GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:

BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$300,000,000.00 First Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the First Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the First Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

III-1

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.17

Exhibit 10.17

Execution Copy

AGREEMENT AMONG THE SECOND MEZZANINE NOTEHOLDERS

(Second Mezzanine Loan)

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

BLACKSTONE SPECIAL FUNDING (IRELAND),

as successor in interest to German American Capital Corporation,

as Note A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.,

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	41

-ii-

THIS AGREEMENT AMONG THE SECOND MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), BLACKSTONE SPECIAL FUNDING (IRELAND) (as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION), as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”) and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Second Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Second Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more

-2-

of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the Second Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the

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Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

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“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

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“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

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“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Second Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit C of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

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“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

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“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

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“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

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“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

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“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all

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amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

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(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable

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under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer

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of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly

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shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

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(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders;

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provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c),

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such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of

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any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

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(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed

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by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the

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aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and

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any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by

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such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will

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not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

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(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect

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the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

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(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion;

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provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Second Mezzanine Co-Lender Agreement”, a list of the original parties to the Second Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Second Mezzanine Loan, together with the principal balance of the Second Mezzanine Loan, the origination date of the Second Mezzanine Loan, and the original parties to the Second Mezzanine Loan or, (ii) a copy of this Agreement

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(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

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(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in

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accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

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(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

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(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such

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notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a

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Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest

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then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

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31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:

By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND), as Note A-5 Holder
	By: GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:

BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Second Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

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SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Second Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Second Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a

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Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

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EX-10.18

Exhibit 10.18

Execution Copy

AGREEMENT AMONG THE THIRD MEZZANINE NOTEHOLDERS

(Third Mezzanine Loan)

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

BLACKSTONE SPECIAL FUNDING (IRELAND),

as successor in interest to German American Capital Corporation,

as Note A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.,

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

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24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	41

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THIS AGREEMENT AMONG THE THIRD MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), BLACKSTONE SPECIAL FUNDING (IRELAND) (as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION), as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”) and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Third Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Third Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more

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of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the Third Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the

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Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

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“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

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“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

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“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Third Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit D of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

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“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

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“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

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“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

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“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

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“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all

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amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

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(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable

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under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer

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of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly

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shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

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(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders;

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provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c),

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such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of

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any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

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(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed

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by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the

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aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and

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any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by

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such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will

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not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

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(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect

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the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

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(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion;

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provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Third Mezzanine Co-Lender Agreement”, a list of the original parties to the Third Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Third Mezzanine Loan, together with the principal balance of the Third Mezzanine Loan, the origination date of the Third Mezzanine Loan, and the original parties to the Third Mezzanine Loan or, (ii) a copy of this Agreement

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(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

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(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in

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accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

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(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

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(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such

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notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a

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Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest

-39-

then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

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31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:

By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND), as Note A-5 Holder
	By: GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp.,
	its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:

BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Third Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Third Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Third Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

III-1

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.19

Exhibit 10.19

Execution Copy

AGREEMENT AMONG THE FOURTH MEZZANINE NOTEHOLDERS

(Fourth Mezzanine Loan)

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

BLACKSTONE SPECIAL FUNDING (IRELAND),

as successor in interest to German American Capital Corporation,

as Note A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.,

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	41

-ii-

THIS AGREEMENT AMONG THE FOURTH MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), BLACKSTONE SPECIAL FUNDING (IRELAND) (as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION, as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”) and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Fourth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Fourth Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more

-2-

of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the Fourth Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the

-3-

Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

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“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

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“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

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“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fourth Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit E of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

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“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

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“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

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“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

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“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

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“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all

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amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

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(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable

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under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer

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of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly

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shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

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(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders;

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provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c),

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such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of

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any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

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(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed

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by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the

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aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and

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any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by

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such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will

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not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

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(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect

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the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

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(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion;

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provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Fourth Mezzanine Co-Lender Agreement”, a list of the original parties to the Fourth Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Fourth Mezzanine Loan, together with the principal balance of the Fourth Mezzanine Loan, the origination date of the Fourth Mezzanine Loan, and the original parties to the Fourth Mezzanine Loan or, (ii) a copy of this Agreement

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(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

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(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in

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accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

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(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

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(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such

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notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a

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Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest

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then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

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31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:

By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND), as Note A-5 Holder
By: GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:

BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Fourth Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Fourth Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Fourth Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a

III-1

Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.20

Exhibit 10.20

Execution Copy

AGREEMENT AMONG THE FIFTH MEZZANINE NOTEHOLDERS

(Fifth Mezzanine Loan)

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

GERMAN AMERICAN CAPITAL CORPORATION

as Note A-5-1 Holder,

BLACKSTONE SPECIAL FUNDING (IRELAND),

as successor in interest to German American Capital Corporation,

as Note- A-5-2 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	40

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THIS AGREEMENT AMONG THE FIFTH MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, as a holder of Note A-5-1 referred to below (together with its successors and permitted assigns in such capacity “Note A-5-1 Holder”), BLACKSTONE SPECIAL FUNDING (IRELAND) (as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION), as a holder of Note A-5-2 (together with its successors and permitted assigns in such capacity, “Note A-5-2 Holder”) and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-3 Holder, the Note A-4 Holder, the Note A-5-1 Holder, the Note A-5-2 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Fifth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Fifth Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

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“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the Fifth Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would

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otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

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“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

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“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Fifth Mezzanine Loan Agreement, dated as of August 31, 2010 by and between

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Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit F of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

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“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial

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Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

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“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

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“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

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2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

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(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu

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basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments

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under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such

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Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the

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case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to

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exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing

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paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to

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make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day

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period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the

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liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

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(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the

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Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a

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Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic

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interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine

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Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

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(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

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(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or

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materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and

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expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its

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applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Fifth Mezzanine Co-Lender Agreement”, a list of the original parties to the Fifth Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Fifth Mezzanine Loan, together with the principal balance of the Fifth Mezzanine Loan, the origination date of the Fifth Mezzanine Loan, and the original parties to the Fifth Mezzanine Loan or, (ii) a copy of this Agreement

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an

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Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if

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such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to

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the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

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15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

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17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All

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written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any

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state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

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26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

CITIBANK, N.A., as Note A-3 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, as Note A-5-1 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

BLACKSTONE SPECIAL FUNDING (IRELAND), as Note A-5-2 Holder
	By: GSO Capital Partners LP, as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By: Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Fifth Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Fifth Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Fifth Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

III-1

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.21

Exhibit 10.21

Execution Copy

AGREEMENT AMONG THE SIXTH MEZZANINE NOTEHOLDERS

(Sixth Mezzanine Loan)

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

GERMAN AMERICAN CAPITAL CORPORATION,

as Note A-5 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Administration; Discounted Pay-offs	11
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	35
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	36
18.	Governing Law; Waiver of Jury Trial	36
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	39
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	40

-ii-

THIS AGREEMENT AMONG THE SIXTH MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder” each of the Note A-4 Holder, the Note A-5 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Sixth Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Sixth Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

-2-

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the Sixth Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

-3-

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

-4-

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

-5-

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Sixth Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

-6-

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit G of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

-7-

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

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“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

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“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

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(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the

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same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its

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respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including

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the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be

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adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect

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to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms

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of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority

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Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however,

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that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

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(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the

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Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the

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making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material

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Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without

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limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

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(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

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(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

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(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note;

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provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated

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into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of

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the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Sixth Mezzanine Co-Lender Agreement”, a list of the original parties to the Sixth Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Sixth Mezzanine Loan, together with the principal balance of the Sixth Mezzanine Loan, the origination date of the Sixth Mezzanine Loan, and the original parties to the Sixth Mezzanine Loan or, (ii) a copy of this Agreement

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

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(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder

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to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

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(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

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16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE

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CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

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24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

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25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action,

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proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, as Note A-5 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:

GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp., its General Partner
By:	/s/ Authorized Signatory
	Name: Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., as Initial Servicer
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Sixth Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Sixth Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Sixth Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

III-1

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.22

Exhibit 10.22

Execution Copy

AGREEMENT AMONG THE SEVENTH MEZZANINE NOTEHOLDERS

(Seventh Mezzanine Loan)

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Administration; Discounted Pay-offs	11
3.	Payments	12
4.	Protective Advances; Cures	15
5.	Purchase of Senior Loan or Senior Junior Loan	17
6.	Servicer	19
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	35
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	36
18.	Governing Law; Waiver of Jury Trial	36
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	37
23.	Notices	37

-i-

24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	40
31.	Collateral Agent	40

-ii-

THIS AGREEMENT AMONG THE SEVENTH MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), and GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”; each of the Note A-4 Holder and the Note A-8 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Seventh Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain Seventh Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $275,000,000 (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $275,000,000, made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the Holders and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and (ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

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“Agreement” shall mean this Agreement Among the Seventh Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

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“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

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“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of

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America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated Seventh Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

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“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit H of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less (i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

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“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

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“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower, each as defined in the Intercreditor Agreement.

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

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“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

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(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the

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same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

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(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its

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respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including

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the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be

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adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect

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to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms

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of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority

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Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however,

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that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

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(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(h) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the

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Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(i) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the

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making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material

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Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without

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limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

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(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

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(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

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(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note;

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provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate, either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated

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into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of

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the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s Seventh Mezzanine Co-Lender Agreement”, a list of the original parties to the Seventh Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the Seventh Mezzanine Loan, together with the principal balance of the Seventh Mezzanine Loan, the origination date of the Seventh Mezzanine Loan, and the original parties to the Seventh Mezzanine Loan or, (ii) a copy of this Agreement

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

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(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder

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to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

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(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

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16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE

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CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

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24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

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25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action,

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proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp.,
	its General Partner
By:	/s/ Authorized Signatory
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$275,000,000.00 Seventh Mezzanine Loan

[Redacted.]

A-1

EXHIBIT B

NOTICE ADDRESSES

[Redacted.]

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

I-1

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the Seventh Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the Seventh Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a

III-1

Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

III-2

EX-10.23

Exhibit 10.23

Execution Copy

INTERCREDITOR AGREEMENT

by and among

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, GERMAN AMERICAN CAPITAL CORPORATION, MORGAN STANLEY

MORTGAGE CAPITAL HOLDINGS LLC and GOLDMAN SACHS MORTGAGE

COMPANY, collectively, as Senior Lender

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST

TO GERMAN AMERICAN CAPITAL CORPORATION) and GOLDMAN SACHS

MORTGAGE COMPANY, collectively, as First Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST

TO GERMAN AMERICAN CAPITAL CORPORATION) and GOLDMAN SACHS

MORTGAGE COMPANY, collectively, as Second Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST

TO GERMAN AMERICAN CAPITAL CORPORATION) and GOLDMAN SACHS

MORTGAGE COMPANY, collectively, as Third Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., CITIBANK, N.A.,

MERRILL LYNCH MORTGAGE LENDING, INC., CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST

TO GERMAN AMERICAN CAPITAL CORPORATION) and GOLDMAN SACHS

MORTGAGE COMPANY, collectively, as Fourth Mezzanine Lender

and

CITIBANK, N.A., CREDIT SUISSE, CAYMAN ISLANDS BRANCH, BLACKSTONE

SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN

CAPITAL CORPORATION), GERMAN AMERICAN CAPITAL CORPORATION and

GOLDMAN SACHS MORTGAGE COMPANY, collectively, as Fifth Mezzanine Lender

and

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, GERMAN AMERICAN CAPITAL

CORPORATION and GOLDMAN SACHS MORTGAGE COMPANY, collectively, as Sixth

Mezzanine Lender

and

CREDIT SUISSE, CAYMAN ISLANDS BRANCH and GOLDMAN SACHS MORTGAGE

COMPANY, collectively, as Seventh Mezzanine Lender

and

GOLDMAN SACHS MORTGAGE COMPANY, as Eighth Mezzanine Lender

and

GOLDMAN SACHS MORTGAGE COMPANY, as Ninth Mezzanine Lender

Dated as of August 31, 2010

Execution Copy

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 31, 2010, by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “JPM”), BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “BOA”), CITIBANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, “Citibank”), MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its successors and assigns, “Merrill”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH (together with its successors and assigns, “CS”), GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, “GACC”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (together with its successors and assigns, “Morgan”), and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (together with its successors and assigns, “Goldman”; and together with JPM, BOA, Citibank, Merrill, CS, GACC and Morgan, “Senior Lender”); JPM, BOA, Citibank, Merrill, CS, BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland (together with its successors and assigns, “Blackstone”) and Goldman (collectively, “First Mezzanine Lender”); JPM, BOA, Citibank, Merrill, CS, Blackstone and Goldman (collectively, “Second Mezzanine Lender”); JPM, BOA, Citibank, Merrill, CS, Blackstone and Goldman (collectively, “Third Mezzanine Lender”); JPM, BOA, Citibank, Merrill, CS, Blackstone and Goldman (collectively, “Fourth Mezzanine Lender”); Citibank, CS, GACC, Blackstone and Goldman (collectively, “Fifth Mezzanine Lender”); CS, GACC and Goldman (collectively, “Sixth Mezzanine Lender”); CS and Goldman (collectively, “Seventh Mezzanine Lender”); Goldman (“Eighth Mezzanine Lender”); and Goldman (“Ninth Mezzanine Lender”). First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender, Seventh Mezzanine Lender, Eighth Mezzanine Lender and Ninth Mezzanine Lender are each a “Junior Lender” and, collectively, the “Junior Lenders”.

RECITALS

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement, dated as of May 22, 2008 by and between Senior Borrower (as defined below) and JPM (the “Existing Senior Loan Agreement”), JPM made a loan to Senior Borrower in the original principal amount of Four Billion and no/100 Dollars ($4,000,000,000.00) (the “Senior Loan”), which Senior Loan is evidenced by the Senior Note (as defined below) and secured by, among other things, the Mortgages (as defined below), which Mortgages encumber the real property and all improvements thereon and appurtenances thereto described therein (collectively, the “Premises”);

WHEREAS, concurrently with the execution of the Existing Senior Loan Agreement, JPM transferred and assigned the Senior Note to the parties identified on the cover page hereof as the Senior Lender (other than (i) Note A-1 (as defined in the Existing Senior Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Senior Loan Agreement) which was transferred and assigned to Bear Stearns Commercial Mortgage, Inc. (“Bear”) concurrently with the execution of the Existing Senior Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (First Mezzanine Loan), dated as of May 22, 2008 by and between First Mezzanine Borrower (as defined below) and JPM (the “Existing First Mezzanine Loan Agreement”), JPM made a loan to First Mezzanine Borrower in the original principal amount of Three Hundred Million and no/100 Dollars ($300,000,000.00) (the “First Mezzanine Loan”), which First Mezzanine Loan is evidenced by the First Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (First Mezzanine Loan), dated as of May 22, 2008, from First Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “First Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the First Mezzanine Pledge Agreement);

WHEREAS, concurrently with the execution of the Existing First Mezzanine Loan Agreement, JPM transferred and assigned the First Mezzanine Note to the parties identified on the cover page hereof as the First Mezzanine Lender (other than (i) Note A-1 (as defined in the Existing First Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing First Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the First Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Second Mezzanine Loan), dated as of May 22, 2008 by and between Second Mezzanine Borrower (as defined below) and JPM (the “Existing Second Mezzanine Loan Agreement”), JPM made a loan to Second Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Second Mezzanine Loan”), which Second Mezzanine Loan is evidenced by the Second Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Second Mezzanine Loan), dated as of May 22, 2008, from Second Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Second Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Second Mezzanine Pledge Agreement);

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WHEREAS, concurrently with the execution of the Second Mezzanine Loan Agreement, JPM transferred and assigned the Second Mezzanine Note to the parties identified on the cover page hereof as the Second Mezzanine Lender (other than (i) Note A-1 (as defined in the Second Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Second Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Second Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Third Mezzanine Loan), dated as of May 22, 2008 by and between Third Mezzanine Borrower (as defined below) and JPM (the “Existing Third Mezzanine Loan Agreement”), JPM made a loan to Third Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Third Mezzanine Loan”), which Third Mezzanine Loan is evidenced by the Third Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Third Mezzanine Loan), dated as of May 22, 2008, from Third Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Third Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Third Mezzanine Pledge Agreement);

WHEREAS, concurrently with the execution of the Existing Third Mezzanine Loan Agreement, JPM transferred and assigned the Third Mezzanine Note to the parties identified on the cover page hereof as the Third Mezzanine Lender (other than (i) Note A-1 (as defined in the Existing Third Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Third Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Third Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Fourth Mezzanine Loan), dated as of May 22, 2008 by and between Fourth Mezzanine Borrower (as defined below) and JPM (the “Existing Fourth Mezzanine Loan Agreement”), JPM made a loan to Fourth Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Fourth Mezzanine Loan”), which Fourth Mezzanine Loan is evidenced by the Fourth Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Fourth Mezzanine Loan), dated as of May 22, 2008, from Fourth Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Fourth Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Fourth Mezzanine Pledge Agreement);

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WHEREAS, concurrently with the execution of the Existing Fourth Mezzanine Loan Agreement, JPM transferred and assigned the Fourth Mezzanine Note to the parties identified on the cover page hereof as the Fourth Mezzanine Lender (other than (i) Note A-1 (as defined in the Existing Fourth Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Fourth Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Fourth Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Fifth Mezzanine Loan), dated as of May 22, 2008 by and between Fifth Mezzanine Borrower (as defined below) and JPM (the “Existing Fifth Mezzanine Loan Agreement”), JPM made a loan to Fifth Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Fifth Mezzanine Loan”), which Fifth Mezzanine Loan is evidenced by the Fifth Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Fifth Mezzanine Loan), dated as of May 22, 2008, from Fifth Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Fifth Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Fifth Mezzanine Pledge Agreement);

WHEREAS, concurrently with the execution of the Existing Fifth Mezzanine Loan Agreement, JPM transferred and assigned the Fifth Mezzanine Note to the Originating Lenders (other than (i) Note A-1 (as defined in the Existing Fifth Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Fifth Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Fifth Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Sixth Mezzanine Loan), dated as of May 22, 2008 by and between Sixth Mezzanine Borrower (as defined below) and JPM (the “Existing Sixth Mezzanine Loan Agreement”), JPM made a loan to Sixth Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Sixth Mezzanine Loan”), which Sixth Mezzanine Loan is evidenced by the Sixth Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Sixth Mezzanine Loan), dated as of May 22, 2008, from Sixth Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Sixth Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Sixth Mezzanine Pledge Agreement);

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WHEREAS, concurrently with the execution of the Existing Sixth Mezzanine Loan Agreement, JPM transferred and assigned the Sixth Mezzanine Note to the Originating Lenders (other than (i) Note A-1 (as defined in the Existing Sixth Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Sixth Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Sixth Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Seventh Mezzanine Loan), dated as of May 22, 2008 by and between Seventh Mezzanine Borrower (as defined below) and JPM (the “Existing Seventh Mezzanine Loan Agreement”), JPM made a loan to Seventh Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Seventh Mezzanine Loan”), which Seventh Mezzanine Loan is evidenced by the Seventh Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Seventh Mezzanine Loan), dated as of May 22, 2008, from Seventh Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Seventh Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Seventh Mezzanine Pledge Agreement);

WHEREAS, concurrently with the execution of the Existing Seventh Mezzanine Loan Agreement, JPM transferred and assigned the Seventh Mezzanine Note to the Originating Lenders (other than (i) Note A-1 (as defined in the Existing Seventh Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Seventh Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Seventh Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Eighth Mezzanine Loan), dated as of May 22, 2008 by and between Eighth Mezzanine Borrower (as defined below) and JPM (the “Existing Eighth Mezzanine Loan Agreement”), JPM made a loan to Eighth Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Eighth Mezzanine Loan”), which Eighth Mezzanine Loan is evidenced by the Eighth Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Eighth Mezzanine Loan), dated as of May 22, 2008, from Eighth Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Eighth Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Eighth Mezzanine Pledge Agreement);

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WHEREAS, concurrently with the execution of the Existing Eighth Mezzanine Loan Agreement, JPM transferred and assigned the Eighth Mezzanine Note to the Originating Lenders (other than (i) Note A-1 (as defined in the Existing Eighth Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Eighth Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Eighth Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated Loan Agreement (Ninth Mezzanine Loan), dated as of May 22, 2008 by and between Ninth Mezzanine Borrower (as defined below) and JPM (the “Existing Ninth Mezzanine Loan Agreement”), JPM made a loan to Ninth Mezzanine Borrower in the original principal amount of Two Hundred Seventy Five Million and no/100 Dollars ($275,000,000.00) (the “Ninth Mezzanine Loan”), which Ninth Mezzanine Loan is evidenced by the Ninth Mezzanine Note (as defined below) and secured by, among other things, that certain Amended and Restated Pledge and Security Agreement (Ninth Mezzanine Loan), dated as of May 22, 2008, from Ninth Mezzanine Borrower in favor of JPM (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Ninth Mezzanine Pledge Agreement”), pursuant to which JPM was granted a first priority security interest in the Pledged Collateral (as defined in and more fully described in the Ninth Mezzanine Pledge Agreement);

WHEREAS, concurrently with the execution of the Existing Ninth Mezzanine Loan Agreement, JPM transferred and assigned the Ninth Mezzanine Note to the Originating Lenders (other than (i) Note A-1 (as defined in the Existing Ninth Mezzanine Loan Agreement) held by JPM which was retained by JPM and (ii) Note A-7 (as defined in the Existing Ninth Mezzanine Loan Agreement) which was transferred and assigned to Bear concurrently with the execution of the Existing Ninth Mezzanine Loan Agreement and subsequently transferred and assigned by Bear to JPM by Allonge dated as of September 5, 2008);

WHEREAS, Senior Borrower, Collateral Agent (Senior Loan) and the Senior Lender have agreed to amend and restate the Existing Senior Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Senior Loan Agreement” and, together with the Mortgages, the Senior Note and the other agreements, instruments and documents set forth on Exhibit A hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, collectively, the “Senior Loan Documents”);

WHEREAS, First Mezzanine Borrower, Collateral Agent (First Mezzanine Loan), JPM, BOA, Citibank, Merrill, CS, GACC and Goldman have agreed to (i) amend and restate the Existing First Mezzanine Loan Agreement in its entirety pursuant to, and in

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accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “First Mezzanine Loan Agreement”), by and between Collateral Agent (First Mezzanine Loan) and First Mezzanine Borrower, in order to evidence certain modifications to the First Mezzanine Loan. The First Mezzanine Pledge Agreement, together with the First Mezzanine Loan Agreement, the First Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit B, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as the “First Mezzanine Loan Documents”;

WHEREAS, Second Mezzanine Borrower, Collateral Agent (Second Mezzanine Loan), JPM, BOA, Citibank, Merrill, CS, GACC and Goldman have agreed to amend and restate the Existing Second Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Second Mezzanine Loan Agreement”), by and between Collateral Agent (Second Mezzanine Loan) and Second Mezzanine Borrower, in order to evidence certain modifications to the Second Mezzanine Loan. The Second Mezzanine Pledge Agreement, together with the Second Mezzanine Loan Agreement, the Second Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit C, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Second Mezzanine Loan Documents”;

WHEREAS, Third Mezzanine Borrower, Collateral Agent (Third Mezzanine Loan), JPM, BOA, Citibank, Merrill, CS, GACC and Goldman have agreed to amend and restate the Existing Third Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Third Mezzanine Loan Agreement”), by and between Collateral Agent (Third Mezzanine Loan) and Third Mezzanine Borrower, in order to evidence certain modifications to the Third Mezzanine Loan. The Third Mezzanine Pledge Agreement, together with the Third Mezzanine Loan Agreement, the Third Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit D, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Third Mezzanine Loan Documents”;

WHEREAS, Fourth Mezzanine Borrower, Collateral Agent (Fourth Mezzanine Loan), JPM, BOA, Citibank, Merrill, CS, GACC and Goldman have agreed to amend and restate the Existing Fourth Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Fourth Mezzanine Loan Agreement”), by and between Collateral Agent (Fourth Mezzanine Loan) and Fourth Mezzanine Borrower, in order to

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evidence certain modifications to the Fourth Mezzanine Loan. The Fourth Mezzanine Pledge Agreement, together with the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit E, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Fourth Mezzanine Loan Documents”;

WHEREAS, Fifth Mezzanine Borrower, Collateral Agent (Fifth Mezzanine Loan), Citibank, CS, GACC and Goldman have agreed to amend and restate the Existing Fifth Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Fifth Mezzanine Loan Agreement”), by and between Collateral Agent (Fifth Mezzanine Loan) and Fifth Mezzanine Borrower, in order to evidence certain modifications to the Fifth Mezzanine Loan. The Fifth Mezzanine Pledge Agreement, together with the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit F, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Fifth Mezzanine Loan Documents”;

WHEREAS, Sixth Mezzanine Borrower, Collateral Agent (Sixth Mezzanine Loan) and Sixth Mezzanine Lenders have agreed to amend and restate the Existing Sixth Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Sixth Mezzanine Loan Agreement”), by and between Collateral Agent (Sixth Mezzanine Loan) and Sixth Mezzanine Borrower, in order to evidence certain modifications to the Sixth Mezzanine Loan. The Sixth Mezzanine Pledge Agreement, together with the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit G, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Sixth Mezzanine Loan Documents”;

WHEREAS, Seventh Mezzanine Borrower, Collateral Agent (Seventh Mezzanine Loan), CS and Goldman have agreed to amend and restate the Existing Seventh Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Seventh Mezzanine Loan Agreement”), by and between Collateral Agent (Seventh Mezzanine Loan) and Seventh Mezzanine Borrower, in order to evidence certain modifications to the Seventh Mezzanine Loan. The Seventh Mezzanine Pledge Agreement, together with the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit H, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Seventh Mezzanine Loan Documents”;

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WHEREAS, Eighth Mezzanine Borrower, Collateral Agent (Eighth Mezzanine Loan) and Goldman have agreed to amend and restate the Existing Eighth Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Eighth Mezzanine Loan Agreement”), by and between Collateral Agent (Eighth Mezzanine Loan) and Eighth Mezzanine Borrower, in order to evidence certain modifications to the Eighth Mezzanine Loan. The Eighth Mezzanine Pledge Agreement, together with the Eighth Mezzanine Loan Agreement, the Eighth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit I, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Eighth Mezzanine Loan Documents”;

WHEREAS, Ninth Mezzanine Borrower, Collateral Agent (Ninth Mezzanine Loan) and Goldman have agreed to amend and restate the Existing Ninth Mezzanine Loan Agreement in its entirety pursuant to, and in accordance with, that certain Second Amended and Restated Loan Agreement, dated as of the date hereof (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the “Ninth Mezzanine Loan Agreement”), by and between Collateral Agent (Ninth Mezzanine Loan) and Ninth Mezzanine Borrower, in order to evidence certain modifications to the Ninth Mezzanine Loan. The Ninth Mezzanine Pledge Agreement, together with the Ninth Mezzanine Loan Agreement, the Ninth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit I, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are collectively referred to as, the “Ninth Mezzanine Loan Documents”;

WHEREAS, Senior Lender and Junior Lenders desire to enter into this Agreement to provide for the relative priority of, and to evidence certain agreements with respect to, the Senior Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents on the terms and conditions hereinbelow set forth.

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NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Senior Lender and Junior Lenders hereby agree as follows:

Section 1. Certain Definitions; Rules of Construction. (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

“Additional Covered Junior Loans” has the meaning provided in Section 14(c) hereof.

“Additional Insolvency Opinion”, with respect to the Senior Loan, has the meaning set forth in the Senior Loan Agreement and, with respect to the Junior Loans, has the meaning set forth in the respective Junior Loan Agreements.

“Affiliate” means, as to any particular Person (as hereinafter defined), any Person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with the Person or Persons in question.

“Affiliate Holder” shall mean any Person that both:

(i) (A) is Senior Borrower or any Junior Borrower or any Affiliate of any of them or (B) managed or is sponsored by Senior Borrower or any Junior Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of Senior Borrower or of any Junior Borrower) or (C) together with any Affiliate of such Person, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in Senior Borrower or any Junior Borrower, or (D) has the power, directly or indirectly, to direct or cause the direction of the management or policies of Senior Borrower or any Junior Borrower, whether through the ability to exercise voting power, by contract or otherwise; and

(ii) (A) is the direct or indirect holder of any portion of, or any legal, economic, beneficial or other interest in, a Junior Loan or the Senior Loan (including, but not limited to, any option, put, call, warrant or similar right), whether as a co-lender, participant, noteholder or otherwise, or (B) has the power, directly or indirectly, to direct or cause the direction or management of a Junior Lender or the Senior Lender, through the exercise of voting rights, contract rights or otherwise;

provided, however, that an Affiliate Lender that holds a Junior Loan or the Senior Loan, as applicable, shall not also constitute or be deemed an Affiliate Holder with respect to such Junior Loan or Senior Loan held by it, although such Affiliate Lender may also be an Affiliate Holder with respect to any other Junior Loan or Senior Loan with respect to which it is not an Affiliate Lender; and, provided further, for the avoidance of doubt, that a Person that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower or any Junior Borrower solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Junior Loan shall not be deemed (x) an Affiliate for purposes of clause (i)(A) or clause (i)(B) of the definition of Affiliate Holder or (y) to satisfy the requirements of clause (i)(D) of the definition of Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) a Junior Loan Holder under the Co-Lender Agreement for such Junior Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Junior Loan Holders of such Junior Loan or the

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related equity holders in the event of a foreclosure of such Junior Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement” for purposes of this proviso), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Person (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Person satisfying (x) the definition of Affiliate for purposes of clause (i)(A) or clause (i)(B) of the definition of Affiliate Holder or (y) the requirements of clause (i)(D) of the definition of Affiliate Holder.

“Affiliate Lender” means any Person (or group of Persons) that both:

(i) (A) is Senior Borrower or any Junior Borrower or any Affiliate of any of them or (B) is managed or sponsored by Senior Borrower or any Junior Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of Senior Borrower or of any Junior Borrower) or (C) together with any Affiliate of such Person, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in Senior Borrower or any Junior Borrower, or (D) has the power, directly or indirectly, to direct or cause the direction of the management or policies of Senior Borrower or any Junior Borrower, whether through the ability to exercise voting power, by contract or otherwise; and

(ii) is the holder of one hundred percent (100%) of a Junior Loan or the Senior Loan;

provided, for the avoidance of doubt, that a Person that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower or any Junior Borrower solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Junior Loan shall not be deemed (x) an Affiliate for purposes of clause (i)(A) or clause (i)(B) of the definition of Affiliate Lender or (y) to satisfy the requirements of clause (i)(D) of the definition of Affiliate Lender, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) a Junior Loan Holder under the Co-Lender Agreement for such Junior Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Junior Loan Holders of such Junior Loan or the related equity holders in the event of a foreclosure of such Junior Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement” for purposes of this proviso), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Person (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Person satisfying (x) the definition of Affiliate for purposes of clause (i)(A) or clause (i)(B) of the definition of Affiliate Lender or (y) the requirements of clause (i)(D) of the definition of Affiliate Lender.

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“Affiliate Loan” means (i) in the case of a Junior Loan, a Junior Loan that is (and for so long as it is) owned by an Affiliate Lender, and (ii) in the case of the Senior Loan, the Senior Loan if it is (and for so long as it is) owned by an Affiliate Lender.

“Affiliate Participation Action” has the meaning set forth in Section 37 hereof.

“Agreement” means this Agreement, as the same may be amended and in effect from time to time, pursuant to the terms hereof.

“Award” has the meaning set forth in Section 10(e) hereof.

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law.

“Bear” means Bear Stearns Commercial Mortgage, Inc., a New York Corporation.

“BOA” means Bank of America, N.A., a national banking association, and its successors in interest.

“Borrower Group” has the meaning set forth in Section 11(d)(ii) hereof.

“Business Day” has the meaning provided in the Senior Loan Agreement.

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee”.

“CDO Asset Manager” means, with respect to any Securitization Vehicle (hereinafter defined) that is a CDO, the entity that is responsible for managing or administering the Senior Loan (or any interest therein) or any Junior Loan (or any interest therein) as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of a Junior Loan or the Senior Loan, as applicable).

“Certificates” means any securities (including all classes thereof) representing beneficial ownership interests in all or any portion of the Senior Loan or in a pool of mortgage loans including the Senior Loan or any portion thereof and issued in connection with a Securitization of all or any portion of the Senior Loan.

“Citibank” means Citibank, N.A., a national banking association, and its successors in interest.

“Co-Lender Agreement” means, collectively, or individually as the context shall require, (i) in the case of the Senior Loan, that certain Agreement Among Mortgage Noteholders dated as of the date hereof, among the existing holders of the Senior Note, (ii) in

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the case of the First Mezzanine Loan, that certain Agreement Among First Mezzanine Noteholders (First Mezzanine Loan) dated as of the date hereof, among the existing holders of the First Mezzanine Note, (iii) in the case of the Second Mezzanine Loan, that certain Agreement Among Second Mezzanine Noteholders (Second Mezzanine Loan) dated as of the date hereof, among the existing holders of the Second Mezzanine Note, (iv) in the case of the Third Mezzanine Loan, that certain Agreement Among Third Mezzanine Noteholders (Third Mezzanine Loan) dated as of the date hereof, among the existing holders of the Third Mezzanine Note, (v) in the case of the Fourth Mezzanine Loan, that certain Agreement Among Fourth Mezzanine Noteholders (Fourth Mezzanine Loan) dated as of the date hereof, among the existing holders of the Fourth Mezzanine Note, (vi) in the case of the Fifth Mezzanine Loan, that certain Agreement Among Fifth Mezzanine Noteholders (Fifth Mezzanine Loan) dated as of the date hereof, among the existing holders of the Fifth Mezzanine Note, (vii) in the case of the Sixth Mezzanine Loan, that certain Agreement Among Sixth Mezzanine Noteholders (Sixth Mezzanine Loan) dated as of the date hereof, among the existing holders of the Sixth Mezzanine Note, (viii) in the case of the Seventh Mezzanine Loan, that certain Agreement Among Seventh Mezzanine Noteholders (Seventh Mezzanine Loan) dated as of the date hereof, among the existing holders of the Seventh Mezzanine Note, (ix) in the case of the Eighth Mezzanine Loan, that certain co-lender agreement, if any, executed by the Eighth Mezzanine Lenders in accordance with Section 5(e) hereof, and (x) in the case of the Ninth Mezzanine Loan, that certain co-lender agreement, if any, executed by the Ninth Mezzanine Lenders in accordance with Section 5(e) hereof, in each case as each or any of the foregoing may be amended, modified, supplemented, renewed, restated or replaced from time to time.

“Collateral Agent” means, collectively, Collateral Agent (Senior Loan), Collateral Agent (First Mezzanine Loan), Collateral Agent (Second Mezzanine Loan), Collateral Agent (Third Mezzanine Loan), Collateral Agent (Fourth Mezzanine Loan), Collateral Agent (Fifth Mezzanine Loan), Collateral Agent (Sixth Mezzanine Loan), Collateral Agent (Seventh Mezzanine Loan), Collateral Agent (Eighth Mezzanine Loan) and Collateral Agent (Ninth Mezzanine Loan), unless the context otherwise requires, in which case it shall mean either Collateral Agent (Senior Loan), Collateral Agent (First Mezzanine Loan), Collateral Agent (Second Mezzanine Loan), Collateral Agent (Third Mezzanine Loan), Collateral Agent (Fourth Mezzanine Loan), Collateral Agent (Fifth Mezzanine Loan), Collateral Agent (Sixth Mezzanine Loan), Collateral Agent (Seventh Mezzanine Loan), Collateral Agent (Eighth Mezzanine Loan) or Collateral Agent (Ninth Mezzanine Loan), individually.

“Collateral Agent (Eighth Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Eighth Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Eighth Mezzanine Loan Agreement.

“Collateral Agent (Fifth Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Fifth Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Fifth Mezzanine Loan Agreement.

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“Collateral Agent (First Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the First Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the First Mezzanine Loan Agreement.

“Collateral Agent (Fourth Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Fourth Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Fourth Mezzanine Loan Agreement.

“Collateral Agent (Ninth Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Ninth Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Ninth Mezzanine Loan Agreement.

“Collateral Agent (Second Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Second Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Second Mezzanine Loan Agreement.

“Collateral Agent (Senior Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Senior Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Senior Loan.

“Collateral Agent (Seventh Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Seventh Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Seventh Mezzanine Loan Agreement.

“Collateral Agent (Sixth Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Ninth Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Sixth Mezzanine Loan Agreement.

“Collateral Agent (Third Mezzanine Loan)” shall mean Bank of America, N.A., in its capacity as the Collateral Agent under the Third Mezzanine Loan Agreement, together with its successors and assigns, or any replacement Collateral Agent appointed in accordance with the Third Mezzanine Loan Agreement.

“Conduit” has the meaning set forth in Section 16(b) hereof.

“Conduit Credit Enhancer” has the meaning set forth in Section 16(b)(i) hereof.

“Conduit Inventory Loan” has the meaning set forth in Section 16(b)(i) hereof.

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“Control” means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise and (ii) for purposes of the use of the word “Affiliate” in the definition of Affiliate Holder or Affiliate Lender hereunder or in Sections 5 and 16, the last sentence of Section 11(d)(iii) and the last sentence of Section 11(d)(v) hereof only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity, or, with respect to the determination of whether a Person satisfied the definition of Affiliate Holder or Affiliate Lender solely as a result of its foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership interest of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “Controlling” and “under common Control with” shall have the respective correlative meaning thereto.

“Credit Suisse” means Credit Suisse, Cayman Islands Branch, and its successors in interest.

“Deed in Lieu” has the meaning set forth in Section 14(b) hereof.

“Directing Junior Lender” has the meaning set forth in Section 5(d) hereof.

“Directing Senior Lender” has the meaning set forth in Section 5(c) hereof.

“Disqualified Transferee” has the meaning set forth in Section 5(f)(ii) hereof.

“Eighth Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Eighth Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Eighth Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Eighth Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Eighth Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Eighth Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Eighth Mezzanine Borrower under any Eighth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Eighth Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Eighth Mezzanine Loan, (ii) all other

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indebtedness, obligations and liabilities of Eighth Mezzanine Borrower to Eighth Mezzanine Lender, Collateral Agent (Eighth Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Eighth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Eighth Mezzanine Borrower to Eighth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Eighth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Eighth Mezzanine Note” has the meaning assigned to the term “Note” in the Eighth Mezzanine Loan Agreement.

“Eighth Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“Eligibility Requirements” means, with respect to any Person, that such Person (i) has total assets (in name or under management) in excess of $650,000,000 and (except with respect to a pension advisory firm, asset manager (including a CDO Asset Manager) or similar fiduciary) capital/statutory surplus or shareholder’s equity of at least $250,000,000 and (ii) is regularly engaged in the business of making or owning (including indirectly through REMIC bonds and/or securitizations) commercial real estate loans or interests therein (including, without limitation, “B” notes, participations and mezzanine loans with respect to commercial real estate and loans held through repurchase transactions) or owning or managing (including indirectly through funds under management) commercial real estate properties.

“Enforcement Action” means any (i) judicial or non-judicial foreclosure proceeding, the exercise of any power of sale, the taking of a deed or assignment in lieu of foreclosure, the obtaining of a receiver or the taking of any other enforcement action against the Premises or any one of them or any portion thereof, or Senior Borrower, including, without limitation, the taking of possession or control of the Premises or any one of them or any portion thereof, (ii) acceleration of, or demand or action taken in order to collect, all or any indebtedness secured by the Premises (other than giving notices of default and statements of overdue amounts) or (iii) exercise of any right or remedy available to Senior Lender under the Senior Loan Documents at law, in equity or otherwise with respect to Senior Borrower and/or the Premises or any one of them or any portion thereof.

“Equity Collateral” means the equity interests in Senior Borrower or any Junior Borrower and all other collateral, products, proceeds, rights and remedies granted or pledged pursuant to any of the Junior Loan Documents, as the context may require.

“Equity Collateral Enforcement Action” means any action or proceeding or other exercise of a Junior Lender’s rights and remedies exercised by such Junior Lender or by the related Collateral Agent on its behalf, in law or in equity or otherwise, in order to realize upon the Equity Collateral (including, without limitation, an assignment in lieu of foreclosure or other negotiated settlement in lieu of any such enforcement action) other than the giving of notices of default and statements of overdue amounts.

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“Event of Default” as used herein means (i) with respect to the Senior Loan and the Senior Loan Documents, any “Event of Default” (as defined in the Senior Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Senior Borrower, waived by Senior Lender in accordance with the terms of the Senior Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (ii) with respect to the First Mezzanine Loan and the First Mezzanine Loan Documents, any “Event of Default” (as defined in the First Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by First Mezzanine Borrower, waived by First Mezzanine Lender in accordance with the terms of the First Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (iii) with respect to the Second Mezzanine Loan and the Second Mezzanine Loan Documents, any “Event of Default” (as defined in the Second Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Second Mezzanine Borrower, waived by Second Mezzanine Lender in accordance with the terms of the Second Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (iv) with respect to the Third Mezzanine Loan and the Third Mezzanine Loan Documents, any “Event of Default” (as defined in the Third Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Third Mezzanine Borrower, waived by Third Mezzanine Lender in accordance with the terms of the Third Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (v) with respect to the Fourth Mezzanine Loan and the Fourth Mezzanine Loan Documents, any “Event of Default” (as defined in the Fourth Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Fourth Mezzanine Borrower, waived by Fourth Mezzanine Lender in accordance with the terms of the Fourth Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (vi) with respect to the Fifth Mezzanine Loan and the Fifth Mezzanine Loan Documents, any “Event of Default” (as defined in the Fifth Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Fifth Mezzanine Borrower, waived by Fifth Mezzanine Lender in accordance with the terms of the Fifth Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (vii) with respect to the Sixth Mezzanine Loan and the Sixth Mezzanine Loan Documents, any “Event of Default” (as defined in the Sixth Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Sixth Mezzanine Borrower, waived by Sixth Mezzanine Lender in accordance with the terms of the Sixth Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (viii) with respect to the Seventh

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Mezzanine Loan and the Seventh Mezzanine Loan Documents, any “Event of Default” (as defined in the Seventh Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Seventh Mezzanine Borrower, waived by Seventh Mezzanine Lender in accordance with the terms of the Seventh Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (ix) with respect to the Eighth Mezzanine Loan and the Eighth Mezzanine Loan Documents, any “Event of Default” (as defined in the Eighth Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Eighth Mezzanine Borrower, waived by Eighth Mezzanine Lender in accordance with the terms of the Eighth Mezzanine Loan Documents and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); and (x) with respect to the Ninth Mezzanine Loan and the Ninth Mezzanine Loan Documents, any “Event of Default” (as defined in the Ninth Mezzanine Loan Agreement) thereunder which has occurred and is continuing (i.e., has not been cured by Ninth Mezzanine Borrower or waived by Ninth Mezzanine Lender in accordance with the terms of the Ninth Mezzanine Loan Documents).

“Extended Monetary Cure Period” has the meaning set forth in Section 12(a)(i) hereof.

“Extended Non-Monetary Cure Period” has the meaning set forth in Section 12(a)(ii) hereof.

“Fifth Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Fifth Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Fifth Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Fifth Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Fifth Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Fifth Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Fifth Mezzanine Borrower under any Fifth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Fifth Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Fifth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Fifth Mezzanine Borrower to Fifth Mezzanine Lender, Collateral Agent (Fifth Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Fifth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Fifth Mezzanine Borrower to Fifth Mezzanine

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Lender now existing or hereafter incurred, created and arising from or relating to the Fifth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Fifth Mezzanine Note” has the meaning assigned to the term “Note” in the Fifth Mezzanine Loan Agreement.

“Fifth Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“First Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“First Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“First Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“First Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“First Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“First Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of the First Mezzanine Borrower under any First Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the First Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the First Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of the First Mezzanine Borrower to First Mezzanine Lender, Collateral Agent (First Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the First Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of First Mezzanine Borrower to First Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the First Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“First Mezzanine Note” has the meaning assigned to the term “Note” in the First Mezzanine Loan Agreement.

“First Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“Fitch” means Fitch, Inc., and its successors in interest.

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“Fourth Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Fourth Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Fourth Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Fourth Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Fourth Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Fourth Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Fourth Mezzanine Borrower under any Fourth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Fourth Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Fourth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Fourth Mezzanine Borrower to Fourth Mezzanine Lender, Collateral Agent (Fourth Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Fourth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Fourth Mezzanine Borrower to Fourth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Fourth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Fourth Mezzanine Note” has the meaning assigned to the term “Note” in the Fourth Mezzanine Loan Agreement.

“Fourth Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“GACC” means German American Capital Corporation, a Maryland corporation, and its successors in interest.

“Goldman” means Goldman Sachs Mortgage Company, a New York limited partnership, and its successors in interest.

“Guarantor” has the meaning provided in Section 6(b) hereof.

“Guaranty Claim” has the meaning provided in Section 6(b) hereof.

“HET” has the meaning set forth in Section 38 hereof.

“Indemnified Lenders” has the meaning provided in Section 5(f) hereof.

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“Individual Property” has the meaning set forth in the Senior Loan Agreement.

“Initial Junior Loan Non-Monetary Cure Period” has the meaning provided in Section 12(b)(ii).

“Intervening Trust Vehicle” shall mean with respect to any Securitization Vehicle that is a CDO, a trust vehicle or entity which holds the Senior Loan (or any interest therein) or a Junior Loan (or any interest therein) as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

“JPMorgan” mean JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, and its successors in interest.

“Junior Borrower” means, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower and Ninth Mezzanine Borrower, unless the context otherwise requires, in which case it shall mean either First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower, Seventh Mezzanine Borrower, Eighth Mezzanine Borrower or Ninth Mezzanine Borrower, as applicable.

“Junior Borrower Group” has the meaning provided in Section 11(d)(iv) hereof.

“Junior Lender” means, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender, Seventh Mezzanine Lender, Eighth Mezzanine Lender and Ninth Mezzanine Lender, unless the context otherwise requires, in which case it shall mean either First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender, Seventh Mezzanine Lender, Eighth Mezzanine Lender or Ninth Mezzanine Lender, individually. As the context requires, Junior Lenders shall have the following order of priority: (i) first, First Mezzanine Lender; (ii) second, Second Mezzanine Lender; (iii) third, Third Mezzanine Lender; (iv) fourth, Fourth Mezzanine Lender; (v) fifth, Fifth Mezzanine Lender, (vi) sixth, Sixth Mezzanine Lender, (vii) seventh, Seventh Mezzanine Lender, (viii) eighth, Eighth Mezzanine Lender and (ix) ninth, Ninth Mezzanine Lender.

“Junior Loan” means, collectively, First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan, Seventh Mezzanine Loan, Eighth Mezzanine Loan and Ninth Mezzanine Loan, unless the context otherwise requires, in which case it shall mean either First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Loan, Seventh Mezzanine Loan, Eighth Mezzanine Loan or Ninth Mezzanine Loan, individually.

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“Junior Loan Agreement” means, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement or the Ninth Mezzanine Loan Agreement, individually.

“Junior Loan Default Notice” has the meaning provided in Section 12(b) hereof.

“Junior Loan Documents” means, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents or the Ninth Mezzanine Loan Documents, individually.

“Junior Loan Extended Monetary Cure Period” has the meaning provided in Section 12(b)(i) hereof.

“Junior Loan Extended Non-Monetary Cure Period” has the meaning provided in Section 12(b)(ii) hereof.

“Junior Loan Holder” means the holder of an interest in a Junior Loan.

“Junior Loan Liabilities” means, collectively, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities, the Seventh Mezzanine Loan Liabilities, the Eighth Mezzanine Loan Liabilities and the Ninth Mezzanine Loan Liabilities, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities, the Seventh Mezzanine Loan Liabilities, the Eighth Mezzanine Loan Liabilities or the Ninth Mezzanine Loan Liabilities, individually.

“Junior Loan Modification” has the meaning provided in Section 8(b) hereof.

“Junior Loan Monetary Cure Period” has the meaning provided in Section 12(b)(i) hereof.

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“Junior Loan Non-Monetary Cure Period” has the meaning provided in Section 12(b)(ii) hereof.

“Junior Loan Purchase Option Event” has the meaning provided in Section 14(c) hereof.

“Junior Note” means, collectively, the First Mezzanine Note, the Second Mezzanine Note, the Third Mezzanine Note, the Fourth Mezzanine Note, the Fifth Mezzanine Note, the Sixth Mezzanine Note, the Seventh Mezzanine Note, the Eighth Mezzanine Note and the Ninth Mezzanine Note, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Note, the Second Mezzanine Note, the Third Mezzanine Note, the Fourth Mezzanine Note, the Fifth Mezzanine Note, the Sixth Mezzanine Note, the Seventh Mezzanine Note, the Eighth Mezzanine Note or the Ninth Mezzanine Note, individually.

“Junior Purchase Notice” has the meaning provided in Section 14(c) hereof.

“Loan Liabilities” means, collectively, the Senior Loan Liabilities and the Junior Loan Liabilities, unless the context otherwise requires, in which case it shall mean either the Senior Loan Liabilities or the Junior Loan Liabilities, individually.

“Loan Pledgee” has the meaning set forth in Section 16(a) hereof.

“Loan Purchase Price” has the meaning set forth in Section 14(a) hereof.

“Merrill” means Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, and its successors in interest.

“Monetary Cure Period” means, with respect to each Junior Lender, the applicable cure period provided in Section 12(a)(i) for a monetary default identified in a Senior Loan Default Notice.

“Moody’s” means Moody’s Investor Service, Inc., and its successors in interest.

“Morgan Stanley” means Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company, and its successors in interest.

“Mortgage” or “Mortgages” has the meaning assigned to the term “Security Instrument” in the Senior Loan Agreement.

“Ninth Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Ninth Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Ninth Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Ninth Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

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“Ninth Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Ninth Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Ninth Mezzanine Borrower under any Ninth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Ninth Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Ninth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Ninth Mezzanine Borrower to Ninth Mezzanine Lender, Collateral Agent (Ninth Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Ninth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Ninth Mezzanine Borrower to Ninth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Ninth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Ninth Mezzanine Note” has the meaning assigned to the term “Note” in the Ninth Mezzanine Loan Agreement.

“Ninth Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“NJCCC” has the meaning set forth in Section 5(f)(i) hereof.

“Non-Affiliate Holder” shall mean the holder of any interest in a Junior Loan or the Senior Loan (whether as a co-lender, participant, noteholder or otherwise) that is not an Affiliate Holder or an Affiliate Lender.

“Non-Monetary Cure Period” means, with respect to each Junior Lender, the applicable cure period provided in Section 12(a)(ii) for a non-monetary default identified in a Senior Loan Default Notice.

“Note Sales Agreement” has the meaning given to such term in the Senior Loan Agreement.

“Notice” shall have the meaning set forth in Section 18 hereof.

“Operating Company” shall have the meaning set forth in the Senior Loan Agreement.

“Operating Lease” shall have the meaning set forth in the Senior Loan Agreement.

“Optioned Junior Lender” has the meaning provided in Section 14(c) hereof.

“Optioned Junior Loan” has the meaning provided in Section 14(c) hereof.

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“Originating Lenders” means, collectively, JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Merrill Lynch Mortgage Lending, Inc., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Morgan Stanley Mortgage Capital Holdings LLC and Goldman Sachs Mortgage Company.

“Permitted Fund Manager” means any Person that on the date of determination is not subject to a Proceeding and is (a) any of (i) one of the entities listed on Exhibit K or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (ii) an entity that is a Qualified Transferee pursuant to clause (ii)(A), (B), (C), (D) or (G) of the definition thereof or (iii) any Junior Lender, and (b) investing through a fund with or that has capital or committed capital of at least $250,000,000.

“Permitted Investment Fund” has the meaning set forth in the definition of Qualified Transferee.

“Permitted Transferee” has the meaning set forth in Section 5(f)(i) hereof.

“Person” means any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Pledge” has the meaning set forth in Section 16(a) hereof.

“Pledge Agreement” means, collectively, the First Mezzanine Pledge Agreement, the Second Mezzanine Pledge Agreement, the Third Mezzanine Pledge Agreement, the Fourth Mezzanine Pledge Agreement, the Fifth Mezzanine Pledge Agreement, the Sixth Mezzanine Pledge Agreement, the Seventh Mezzanine Pledge Agreement, the Eighth Mezzanine Pledge Agreement and the Ninth Mezzanine Pledge Agreement, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Pledge Agreement, the Second Mezzanine Pledge Agreement, the Third Mezzanine Pledge Agreement, the Fourth Mezzanine Pledge Agreement, the Fifth Mezzanine Pledge Agreement, the Sixth Mezzanine Pledge Agreement, the Seventh Mezzanine Pledge Agreement, the Eighth Mezzanine Pledge Agreement or the Ninth Mezzanine Pledge Agreement, individually.

“Policies” has the meaning provided in Section 10(f) hereof.

“Premises” has the meaning set forth in the Recitals hereto.

“Proceeding” has the meaning set forth in Section 11(d)(i) hereof.

“Proposed Transferee” has the meaning set forth in Section 5(f)(i) hereof.

“Protective Advances” means all sums advanced for the purpose of payment of real estate taxes (including special assessments or payments in lieu of real estate taxes),

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maintenance costs, common charges, insurance premiums, rent or other payments due under any ground lease and/or any operating lease or other items (including capital expenses and leasing costs such as (without limitation) leasing commissions and tenant improvement allowances) reasonably necessary to protect any of the Premises or the Separate Collateral, respectively, or any portion thereof (including, but not limited to, all reasonable attorneys’ fees, costs relating to the entry upon the Premises or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Senior Lender or the applicable Senior Junior Lender appears to be prior or superior to the Senior Loan Documents or the applicable Senior Junior Loan Documents) from forfeiture, casualty, loss or waste or to protect, preserve or defend the lien of the Senior Loan Documents or any of the Junior Loan Documents, as applicable, including, with respect to a Junior Loan, amounts advanced by a Junior Lender to effect a cure in accordance with Section 12 hereof.

“Purchase Notice” has the meaning set forth in Section 14(a) hereof.

“Purchase Option Event” has the meaning set forth in Section 14(a) hereof.

“Qualified Operating Company” means (a) with respect to the Casino Components, any reputable, experienced professional management company that is duly licensed by all applicable Gaming Authorities and any other applicable Governmental Authorities and which directly, or through one or more Affiliates, shall have experience in the management of casino and other gaming facilities substantially similar to the Casino Components, and with respect to any portion of the Premises other than the Casino Components, any reputable and experienced professional management company which directly, or through one or more Affiliates, shall have experience in the management of facilities of a relevant nature, or (b) any other Person approved by the most senior Junior Lender in its reasonable discretion not to be unreasonably withheld (or the second most senior Junior Lender, if the most senior Junior Lender fails to respond to the request for approval, or the third most senior Junior Lender, if the second most senior Junior Lender fails to respond to the request for approval, and so forth until approval shall be obtained). For purposes of this definition, capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Senior Loan Agreement.

“Qualified Transferee” means (i) (A) JPMorgan or an Affiliate of JPMorgan, (B) Credit Suisse or an Affiliate of Credit Suisse, (C) BOA or an Affiliate of BOA, (D) Citibank or an Affiliate of Citibank, (E) Merrill or an Affiliate of Merrill, (F) GACC or an Affiliate of GACC, (G) Morgan Stanley or an Affiliate of Morgan Stanley, and (H) Goldman or an Affiliate of Goldman, and (ii) one or more of the following:

(A) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (A) satisfies the Eligibility Requirements;

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(B) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility Requirements;

(C) an institution substantially similar to any of the foregoing entities described in clause (ii)(A), (ii)(B) or (ii)(F) that satisfies the Eligibility Requirements;

(D) any entity Controlled by, Controlling or under common Control with any of the entities described in clause (ii)(A), (ii)(B) or (ii)(C) above or clauses (ii)(F) or (ii)(G) below;

(E) a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges its interest in a Junior Loan or a participation interest therein (or any portion thereof), or the Senior Loan or a participation interest therein (or any portion thereof), to a Qualified Trustee) in connection with (aa) a securitization of, (bb) the creation of collateralized debt obligations (“CDO”) secured by, or (cc) a financing through an “owner trust” of a Junior Loan or any interest therein or the Senior Loan or any interest therein (any of the foregoing, a “Securitization Vehicle”), provided that (1) if the Senior Loan or an interest therein is deposited in a Securitization Vehicle, (i) more than ninety percent (90%) of the securities, certificates or other instruments representing interests therein are and continue to be owned by the Securitizing Lender or one or more of is Affiliates, and (ii) such Securitization Vehicle is managed (through contract or otherwise) by, at all times following the related Transfer, such Securitizing Lender or an Affiliate thereof; (2) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies that assigned a rating to one or more classes of securities issued in connection with a Securitization (provided, that if there are more than three Rating Agencies that assigned a rating to a class or classes of securities in connection with a Securitization, then no more than three such Rating Agencies shall be required to have rated the subject class of securities issued by the Securitization Vehicle at least investment grade; and provided, further, that if the Rating Agencies that assigned a rating to a class or classes of securities in connection with a Securitization include S&P, Moody’s and/or Fitch, then those Rating Agencies (or at least two of them if all three are involved) must be among the three Rating Agencies that rated the subject class of securities issued by such Securitization Vehicle at least investment grade); it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, Rating Agency Confirmation will not be required in connection with a transfer of the Junior Loan or any interest therein to such Securitization Vehicle; (3) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has the Required Special Servicer Rating at the time of Transfer and the related transaction documents for such Securitization Vehicle require that any successor have the Required Special Servicer Rating (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Junior Loan or any interest therein, or the Senior Loan or any interest therein, in accordance with servicing

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arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (4) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Transferee, are each Qualified Transferees under clause (ii)(A), (B), (C), (D), (F) or (G) of this definition;

(F) an investment fund, limited liability company, limited partnership, general partnership or similar investment vehicle, either (aa) with capital or committed capital of at least $250,000,000.00 (a “Permitted Investment Fund”) where a Permitted Fund Manager acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more of the following: a Qualified Transferee, an institutional “accredited investor”, within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended, and/or a “qualified institutional buyer” or both within the meaning of Rule 144A promulgated under the Securities Exchange Act of 1934, as amended, provided such institutional “accredited investors” or “qualified institutional buyers” that are used to satisfy the 50% test set forth above in this clause (F) satisfy the financial tests in clause (i) of the definition of Eligibility Requirements, or (bb) that is sponsored by a federal government entity and that either issues debt that is guaranteed by a federal government entity and/or as to which certain of the equity interests are owned, directly or indirectly, by a federal government entity; or

(G) any Person for which the Rating Agencies have issued a Rating Agency Confirmation with respect to such Transfer.

“Qualified Trustee” means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two (2) rating categories of S&P and either Fitch or Moody’s (provided, however, if the Senior Loan has been securitized, the rating requirement of any agency not a Rating Agency will be disregarded).

“Rated Final Distribution Date” has the meaning set forth in the pooling and/or servicing agreement pursuant to which the Senior Loan is Securitized and serviced until such time that the Senior Loan is no longer subject to such pooling and/or servicing agreement.

“Rating Agencies” shall mean, (i) prior to the first Securitization of all or any portion of the Senior Loan, collectively, S&P, Moody’s and Fitch, and any other nationally-recognized statistical rating agency which has been designated by Senior Lender and, (ii) after the Securitization of all or any portion of the Senior Loan, any of the foregoing that have rated any of the Certificates.

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“Rating Agency Confirmation” means a written affirmation from each of the Rating Agencies that the credit rating of the Certificates assigned by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event. In the event that (i) no Certificates are outstanding and/or none of the Senior Loan is a part of a Securitization, then any action that would (pursuant to the provisions of this Agreement) require a Rating Agency Confirmation shall instead require the consent of the Senior Lender, which consent shall not be unreasonably withheld or delayed, and/or (ii) only a portion of the Senior Loan is a part of a Securitization, then any action that would (pursuant to the provisions of this Agreement) require a Rating Agency Confirmation shall require both a Rating Agency Confirmation with respect to such portion of the Senior Loan that is a part of a Securitization (as and to the effect described in the immediately preceding sentence) and the consent of the Senior Lender with respect to such portion of the Senior Loan that is not part of a Securitization, which consent shall not be unreasonably withheld or delayed. All fees and expenses of the Rating Agencies or a Senior Lender incurred in connection with any Rating Agency Confirmation required pursuant to this Agreement as the result of a request or action of a Junior Lender shall be paid by such Junior Lender.

“Redirection Notice” has the meaning set forth in Section 16(a) hereof.

“Repo Agreement” has the meaning set forth in Section 16(a) hereof.

“Requesting Senior Lender” has the meaning set forth in Section 15(i) hereof.

“Required Holders” shall mean, with respect to the Senior Loan and each Junior Loan, holders of 90% of the Senior Loan or Junior Loan, as applicable; provided, however, that if any amendment, modification or waiver hereunder would reduce the consent rights of the holders of the Senior Loan or any Junior Loan, then the Required Holders with respect to such Senior Loan or Junior Loan, as applicable, shall be holders of 100% of the Senior Loan or of such Junior Loan, as applicable.

“Required Special Servicer Rating” means a special servicer that (i) has a rating of “CSS3” in the case of Fitch, (ii) is on S&P’s Select Servicer List as a US Commercial Mortgage Special Servicer in the case of S&P and (iii) in the case of Moody’s, such special servicer is acting as special servicer for a loan in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities. The requirement of any agency not a Rating Agency shall be disregarded.

“Restricted Right” has the meaning set forth in Section 37 hereof.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

“Second Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

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“Second Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Second Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Second Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Second Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Second Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Second Mezzanine Borrower under any Second Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Second Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Second Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Second Mezzanine Borrower to Second Mezzanine Lender, Collateral Agent (Second Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Second Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Second Mezzanine Borrower to Second Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Second Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Second Mezzanine Note” has the meaning assigned to the term “Note” in the Second Mezzanine Loan Agreement.

“Second Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“Securitization” means the sale or securitization of the Senior Loan (or any portion thereof) in one or more transactions through the issuance of securities, which securities are rated by one or more of S&P, Moody’s and Fitch.

“Securitization Vehicle” has the meaning set forth in the definition of the term “Qualified Transferee”.

“Senior Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Senior Junior Borrowers” means (i) with respect to the First Mezzanine Loan, none of the other Junior Borrowers; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Borrower; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Borrower and the Second Mezzanine Borrower; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower and the Third Mezzanine Borrower; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower and the Fourth Mezzanine Borrower; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine

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Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower and the Fifth Mezzanine Borrower; (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower and the Eighth Mezzanine Borrower.

“Senior Junior Lenders” means (i) with respect to the First Mezzanine Loan, none of the other Junior Lenders; (ii) with respect to the Second Mezzanine Loan, First Mezzanine Lender; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Lender and the Second Mezzanine Lender; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender and the Third Mezzanine Lender; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender and the Fourth Mezzanine Lender; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender and the Fifth Mezzanine Lender; (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender and the Sixth Mezzanine Lender; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender, the Seventh Mezzanine Lender and the Eighth Mezzanine Lender. As the context requires, Senior Junior Lenders shall have the following order of priority: (i) first, the First Mezzanine Lender; (ii) second, the Second Mezzanine Lender; (iii) third, the Third Mezzanine Lender; (iv) fourth, the Fourth Mezzanine Lender; (v) fifth, the Fifth Mezzanine Lender; (vi) sixth, the Sixth Mezzanine Lender; (vii) seventh, the Seventh Mezzanine Lender; (viii) eighth, the Eighth Mezzanine Lender; and (ix) ninth, the Ninth Mezzanine Lender.

“Senior Junior Loan Agreements” means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Agreements; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Agreement; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Agreement and the Second Mezzanine Loan Agreement; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement and the Third Mezzanine Loan Agreement; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement and the Fourth Mezzanine Loan Agreement; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement and the Fifth Mezzanine

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Loan Agreement; (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement and the Eighth Mezzanine Loan Agreement. As the context requires, the Senior Junior Loan Agreements shall have the following order of priority: (i) first, the First Mezzanine Loan Agreement; (ii) second, the Second Mezzanine Loan Agreement; (iii) third, the Third Mezzanine Loan Agreement; (iv) fourth, the Fourth Mezzanine Loan Agreement; (v) fifth, the Fifth Mezzanine Loan Agreement; (vi) sixth, the Sixth Mezzanine Loan Agreement; (vii) seventh, the Seventh Mezzanine Loan Agreement; (viii) eighth, the Eighth Mezzanine Loan Agreement; and (ix) ninth, the Ninth Mezzanine Loan Agreement.

“Senior Junior Loan Documents” means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Documents; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Documents; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Documents and the Second Mezzanine Loan Documents; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents and the Third Mezzanine Loan Documents; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents and the Fourth Mezzanine Loan Documents; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents and the Fifth Mezzanine Loan Documents; (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents and the Sixth Mezzanine Loan Documents; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents and the Eighth Mezzanine Loan Documents. As the context requires, the Senior Junior Loan Documents shall have the following order of priority: (i) first, the First Mezzanine Loan Documents; (ii) second, the Second Mezzanine Loan Documents; (iii) third, the Third Mezzanine Loan Documents; (iv) fourth, the Fourth Mezzanine Loan Documents; (v) fifth, the Fifth Mezzanine Loan Documents; (vi) sixth, the Sixth Mezzanine Loan Documents; (vii) seventh, the Seventh Mezzanine Loan Documents; (viii) eighth, the Eighth Mezzanine Loan Documents; and (ix) ninth, the Ninth Mezzanine Loan Documents.

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“Senior Junior Loan Liabilities” means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Liabilities; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Liabilities; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Liabilities and the Second Mezzanine Loan Liabilities; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities and the Third Mezzanine Loan Liabilities; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities and the Fourth Mezzanine Loan Liabilities; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities and the Fifth Mezzanine Loan Liabilities; (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities and the Sixth Mezzanine Loan Liabilities; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities and the Seventh Mezzanine Loan Liabilities; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities, the Seventh Mezzanine Loan Liabilities and the Eighth Mezzanine Loan Liabilities. As the context requires, the Senior Junior Loan Liabilities shall have the following order of priority: (i) first, the First Mezzanine Loan Liabilities; (ii) second, the Second Mezzanine Loan Liabilities; (iii) third, the Third Mezzanine Loan Liabilities; (iv) fourth, the Fourth Mezzanine Loan Liabilities; (v) fifth, the Fifth Mezzanine Loan Liabilities; (vi) sixth, the Sixth Mezzanine Loan Liabilities; (vii) seventh, the Seventh Mezzanine Loan Liabilities; (viii) eighth, the Eighth Mezzanine Loan Liabilities; and (ix) ninth, the Ninth Mezzanine Loan Liabilities.

“Senior Junior Loan Modification” has the meaning provided in Section 8(c) hereof.

“Senior Junior Loan Purchase Price” has the meaning provided in Section 14(a).

“Senior Junior Loans” means (i) with respect to the First Mezzanine Loan, none of the other Junior Loans; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan and the Second Mezzanine Loan; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan; (vii) with respect to the Seventh

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Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan; (viii) with respect to the Eighth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; and (ix) with respect to the Ninth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan. As the context requires, Senior Junior Loans shall have the following order of priority: (i) first, the First Mezzanine Loan; (ii) second, the Second Mezzanine Loan; (iii) third, the Third Mezzanine Loan; (iv) fourth, the Fourth Mezzanine Loan; (v) fifth, the Fifth Mezzanine Loan, (vi) sixth, the Sixth Mezzanine Loan; (vii) seventh, the Seventh Mezzanine Loan; (viii) eighth, the Eighth Mezzanine Loan; and (ix) ninth, the Ninth Mezzanine Loan.

“Senior Lender” has the meaning set forth in the Recitals hereto.

“Senior Loan” has the meaning set forth in the Recitals hereto.

“Senior Loan Agreement” has the meaning set forth in the Recitals hereto.

“Senior Loan Default Notice” has the meaning set forth in Section 12(a) hereof.

“Senior Loan Documents” has the meaning set forth in the Recitals hereto.

“Senior Loan Holder” has the meaning set forth in Section 5(e).

“Senior Loan Liabilities” shall mean, collectively, all of the indebtedness, liabilities and obligations of Senior Borrower under any Senior Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding by or against or involving Senior Borrower, whether or not such interest would be allowed in such Proceeding), the Senior Loan, (ii) all other indebtedness, obligations and liabilities of Senior Borrower to Senior Lender, Collateral Agent (Senior Loan) or any servicer now existing or hereafter incurred or created under the Senior Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Senior Borrower to Senior Lender now existing or hereafter incurred, created and arising from or relating to the Senior Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Senior Loan Modification” has the meaning set forth in Section 8(a) hereof.

“Senior Loan Purchase Price” has the meaning set forth in Section 14(a) hereof.

“Senior Note” has the meaning assigned to the term “Note” in the Senior Loan Agreement.

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“Separate Collateral” means, with respect to each Junior Loan, collectively, (i) the Equity Collateral for such Junior Loan, (ii) the accounts and reserves (and monies therein from time to time) established pursuant to the Junior Loan Documents relating to such Junior Loan, if any, and (iii) any other collateral or benefits, including guarantees or interest rate cap or hedging agreements, given as security for such Junior Loan pursuant to the applicable Junior Loan Documents, in each case not constituting security for the Senior Loan or any Senior Junior Loans.

“Separate Collateral Enforcement Action” means any action or proceeding or other exercise of a Junior Lender’s rights and remedies under its respective Junior Loan Documents at law or in equity, or otherwise, in order to realize upon any of its respective Separate Collateral (including, without limitation, an assignment in lieu of foreclosure or other negotiated settlement in lieu of any such enforcement action).

“Servicing Agreement” means that certain Interim Servicing Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders, and Bank of America, N.A., as Servicer, as the same may be amended, modified, supplemented, renewed from time to time.

“Seventh Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Seventh Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Seventh Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Seventh Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Seventh Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Seventh Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Seventh Mezzanine Borrower under any Seventh Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Seventh Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Seventh Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Seventh Mezzanine Borrower to Seventh Mezzanine Lender, Collateral Agent (Seventh Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Seventh Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Seventh Mezzanine Borrower to Seventh Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Seventh Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

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“Seventh Mezzanine Note” has the meaning assigned to the term “Note” in the Seventh Mezzanine Loan Agreement.

“Seventh Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“Sixth Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Sixth Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Sixth Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Sixth Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Sixth Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Sixth Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Sixth Mezzanine Borrower under any Sixth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Sixth Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Sixth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Sixth Mezzanine Borrower to Sixth Mezzanine Lender, Collateral Agent (Sixth Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Sixth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Sixth Mezzanine Borrower to Sixth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Sixth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Sixth Mezzanine Note” has the meaning assigned to the term “Note” in the Sixth Mezzanine Loan Agreement.

“Sixth Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

“Special Purpose Entities” or “Special Purpose Entity” has the meaning set forth in the Senior Loan Agreement.

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“SPE Constituent Entity” means any entity required to be a single purpose entity pursuant to the terms of the Senior Loan Documents (but excluding any Junior Borrower).

“Sponsor Affiliate” means (i) Apollo Global Management, LLC or TPG Capital, L.P. f/k/a Texas Pacific Group (together with its or their respective successors and assigns) or any Affiliate of any of them, (ii) any Person that (x) is sponsored by any of the Persons described in the preceding subclause (i) of this definition (including, without limitation, any fund or investment vehicle sponsored by any of the Persons described in the preceding subclause (i) of this definition), or (y) is directed (in its management and policies), whether through the ability to exercise voting power, by contract or otherwise, by any of the Persons described in the preceding subclause (i) of this definition, or (iii) any Person that: (y) owns at least a fifty percent (50%) interest, directly or indirectly, whether such interest is economic, legal, beneficial or otherwise, in any of the Persons described in subclause (i) of this definition or (z) directs (in its management and policies), whether through the ability to exercise voting power, by contract or otherwise, any of the Persons described in subclause (i) of this definition.

“Subordinate Junior Borrowers” means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (vii) with respect to the Seventh Mezzanine Loan, the Eighth Mezzanine Borrower and the Ninth Mezzanine Borrower; (vii) with respect to the Eighth Mezzanine Loan, the Ninth Mezzanine Borrower; and (ix) with respect to the Ninth Mezzanine Loan, none of the other Junior Borrowers. As the context requires, the Subordinate Junior Borrowers shall have the following order of priority: (i) first, the First Mezzanine Borrower; (ii) second, the Second Mezzanine Borrower; (iii) third, the Third Mezzanine Borrower; (iv) fourth, the Fourth Mezzanine Borrower; (v) fifth, the Fifth Mezzanine Borrower; (vi) sixth, the Sixth Mezzanine Borrower; (vii) seventh, the Seventh Mezzanine Borrower; (viii) eighth, the Eighth Mezzanine Borrower; and (ix) ninth, the Ninth Mezzanine Borrower.

“Subordinate Junior Lenders” means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender, the Seventh Mezzanine

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Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender, the Seventh Mezzanine Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender, the Seventh Mezzanine Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender, the Seventh Mezzanine Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Lender, the Seventh Mezzanine Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Lender, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (vii) with respect to the Seventh Mezzanine Loan, the Eighth Mezzanine Lender and the Ninth Mezzanine Lender; (viii) with respect to the Eighth Mezzanine Lender, the Ninth Mezzanine Lender; and (ix) with respect to the Ninth Mezzanine Lender, none of the other Junior Lenders. As the context requires, the Subordinate Junior Lenders shall have the following order of priority: (i) first, the First Mezzanine Lender; (ii) second, the Second Mezzanine Lender; (iii) third, the Third Mezzanine Lender; (iv) fourth, the Fourth Mezzanine Lender; (v) fifth, the Fifth Mezzanine Lender; (vi) sixth, the Sixth Mezzanine Lender; (vii) seventh, the Seventh Mezzanine Lender; (viii) eighth, the Eighth Mezzanine Lender; and (ix) ninth, the Ninth Mezzanine Lender.

“Subordinate Junior Loan Agreements” means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan Agreement, the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (vi) with respect to the Sixth Mezzanine Loan, , the Seventh Mezzanine Loan Agreement, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (vii) with respect to the Seventh Mezzanine Loan, the Eighth Mezzanine Loan Agreement and the Ninth Mezzanine Loan Agreement; (viii) with respect to the Eighth Mezzanine Loan Agreement, the Ninth Mezzanine Loan Agreement; and (ix) with respect to the Ninth Mezzanine Loan Agreement, none of the other Junior Loan Agreements. As the context requires, the Subordinate Junior Loan Agreements shall have the following order of priority: (i) first, the First Mezzanine Loan Agreement; (ii) second, the Second Mezzanine Loan Agreement; (iii) third, the Third Mezzanine Loan Agreement; (iv) fourth, the Fourth Mezzanine Loan Agreement; (v) fifth, the Fifth Mezzanine Loan Agreement; (vi) sixth,

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the Sixth Mezzanine Loan Agreement; (vii) seventh, the Seventh Mezzanine Loan Agreement; (viii) eighth, the Eighth Mezzanine Loan Agreement; and (ix) ninth, the Ninth Mezzanine Loan Agreement.

“Subordinate Junior Loan Documents” means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (vii) with respect to the Seventh Mezzanine Loan, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents; (viii) with respect to the Eighth Mezzanine Loan, the Ninth Mezzanine Loan Documents; and (ix) with respect to the Ninth Mezzanine Loan Documents, none of the other Junior Loan Documents. As the context requires, the Subordinate Junior Loan Documents shall have the following order of priority: (i) first, the First Mezzanine Loan Documents; (ii) second, the Second Mezzanine Loan Documents; (iii) third, the Third Mezzanine Loan Documents; (iv) fourth, the Fourth Mezzanine Loan Documents; (v) fifth, the Fifth Mezzanine Loan Documents; (vi) sixth, the Sixth Mezzanine Loan Documents; (vii) seventh, the Seventh Mezzanine Loan Documents; (viii) eighth, the Eighth Mezzanine Loan Documents; and (ix) ninth, the Ninth Mezzanine Loan Documents.

“Subordinate Junior Loans” means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (vi) with respect to the Sixth

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Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (vii) with respect to the Seventh Mezzanine Loan, the Eighth Mezzanine Loan and the Ninth Mezzanine Loan; (viii) with respect to the Eighth Mezzanine Loan, the Ninth Mezzanine Loan; and (ix) with respect to the Ninth Mezzanine Loan, none of the other Junior Loans. As the context requires, the Subordinate Junior Loans shall have the following order of priority: (i) first, the First Mezzanine Loan; (ii) second, the Second Mezzanine Loan; (iii) third, the Third Mezzanine Loan; (iv) fourth, the Fourth Mezzanine Loan; (v) fifth, the Fifth Mezzanine Loan; (vi) sixth, the Sixth Mezzanine Loan; (vii) seventh, the Seventh Mezzanine Loan; (viii) eighth, the Eighth Mezzanine Loan; and (ix) ninth, the Ninth Mezzanine Loan.

“Third Mezzanine Borrower” has the meaning set forth on Schedule 1 attached hereto.

“Third Mezzanine Lender” has the meaning set forth in the Recitals hereto.

“Third Mezzanine Loan” has the meaning set forth in the Recitals hereto.

“Third Mezzanine Loan Agreement” has the meaning set forth in the Recitals hereto.

“Third Mezzanine Loan Documents” has the meaning set forth in the Recitals hereto.

“Third Mezzanine Loan Liabilities” means, collectively, all of the indebtedness, liabilities and obligations of Fourth Mezzanine Borrower under any Third Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any Proceeding involving the Third Mezzanine Borrower, whether or not such interest would be allowed in such Proceeding), the Third Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Third Mezzanine Borrower to Third Mezzanine Lender, Collateral Agent (Third Mezzanine Loan) or any servicer now existing or hereafter incurred or created under the Third Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Third Mezzanine Borrower to Third Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Third Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

“Third Mezzanine Note” has the meaning assigned to the term “Note” in the Third Mezzanine Loan Agreement.

“Third Party Agreement” has the meaning set forth in Section 6(a) hereof.

“Third Party Obligor” has the meaning set forth in Section 6(a) hereof.

“Third Mezzanine Pledge Agreement” has the meaning set forth in the Recitals hereto.

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“Transfer” means any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation interest, transfer to a “repo” or other financing facility or other disposition, either directly or indirectly, by operation of law or otherwise.

“Transferred” or “Transferring” means to have effected or to be effecting a Transfer, as the context shall require.

(a) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(i) all capitalized terms defined in the recitals to this Agreement shall have the meanings ascribed thereto whenever used in this Agreement and the terms defined in this Agreement have the meanings assigned to them in this Agreement, and the use of any gender herein shall be deemed to include the other genders;

(ii) terms not otherwise defined herein shall have the meaning assigned to them in the Senior Loan Agreement;

(iii) all references in this Agreement to designated Sections, Subsections, Paragraphs, Articles, Exhibits, Schedules and other subdivisions or addenda without reference to a document are to the designated sections, subsections, paragraphs and articles and all other subdivisions of and exhibits, schedules and all other addenda to this Agreement, unless otherwise specified;

(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall apply to Paragraphs and other subdivisions;

(v) the terms “includes” or “including” shall mean without limitation by reason of enumeration;

(vi) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(vii) the headings and captions used in this Agreement are for convenience of reference only and do not define, limit or describe the scope or intent of the provisions of this Agreement; and

(viii) the words “to the knowledge of” the Senior Lender or any Junior Lender or to the Senior Lender’s or any Junior Lender’s “knowledge” (or words of similar meaning) shall mean to the actual knowledge of officers of the Senior Lender or any Junior Lender, as applicable, with direct oversight responsibility for its Loan without independent investigation or inquiry and without any imputation whatsoever.

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Section 2. Characterization of the Junior Loans.

(a) Senior Loan. Each Junior Lender, with respect only to its Junior Loan, hereby acknowledges that (i) Senior Borrower does not and will not ever have any liability or obligation whatsoever with respect to the Junior Notes or otherwise in connection with the payment of the Junior Loans, (ii) the Junior Loans do not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Premises or any other collateral securing the Senior Loan or otherwise grant to any Junior Lender the status of a creditor of Senior Borrower, (iii) they shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Premises or any status as a creditor of Senior Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Senior Borrower and (iv) they shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Junior Loans as having conferred upon any Junior Lender any lien or encumbrance upon, or security interest in, the Premises or any portion thereof or as having conferred upon Junior Lenders the status of a creditor of Senior Borrower.

(b) First Mezzanine Loan. First Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the First Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the First Mezzanine Note or otherwise in connection with the payment of the First Mezzanine Loan; (ii) the First Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan; (iii) the First Mezzanine Loan does not grant to First Mezzanine Lender the status of a creditor of any Junior Borrower other than First Mezzanine Borrower; (iv) First Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan; (v) First Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than First Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving First Mezzanine Borrower; and (vi) First Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the First Mezzanine Loan as having conferred upon First Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan or as having conferred upon First Mezzanine Lender the status of a creditor of any Junior Borrower other than First Mezzanine Borrower.

(c) Second Mezzanine Loan. Second Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Second Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Second Mezzanine Note or otherwise in connection with the payment of the Second Mezzanine Loan; (ii) the Second Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan; (iii) the Second Mezzanine Loan does not grant to Second Mezzanine Lender the status of a creditor of any Junior Borrower other than Second Mezzanine Borrower;

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(iv) Second Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan; (v) Second Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Second Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Second Mezzanine Borrower; and (vi) Second Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Second Mezzanine Loan as having conferred upon Second Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan or as having conferred upon Second Mezzanine Lender the status of a creditor of any Junior Borrower other than Second Mezzanine Borrower.

(d) Third Mezzanine Loan. Third Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Third Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Third Mezzanine Note or otherwise in connection with the payment of the Third Mezzanine Loan; (ii) the Third Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan; (iii) the Third Mezzanine Loan does not grant to Third Mezzanine Lender the status of a creditor of any Junior Borrower other than Third Mezzanine Borrower; (iv) Third Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan; (v) Third Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Third Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Third Mezzanine Borrower; and (vi) Third Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Third Mezzanine Loan as having conferred upon Third Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan or as having conferred upon Third Mezzanine Lender the status of a creditor of any Junior Borrower other than Third Mezzanine Borrower.

(e) Fourth Mezzanine Loan. Fourth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Fourth Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Fourth Mezzanine Note or otherwise in connection with the payment of the Fourth Mezzanine Loan; (ii) the Fourth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan; (iii) the Fourth Mezzanine Loan does not grant to Fourth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fourth Mezzanine Borrower; (iv) Fourth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan; (v) Fourth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Fourth Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving

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Fourth Mezzanine Borrower; and (vi) Fourth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Fourth Mezzanine Loan as having conferred upon Fourth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan or as having conferred upon Fourth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fourth Mezzanine Borrower.

(f) Fifth Mezzanine Loan. Fifth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Fifth Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Fifth Mezzanine Note or otherwise in connection with the payment of the Fifth Mezzanine Loan; (ii) the Fifth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan; (iii) the Fifth Mezzanine Loan does not grant to Fifth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fifth Mezzanine Borrower; (iv) Fifth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan; (v) Fifth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Fifth Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Fifth Mezzanine Borrower; and (vi) Fifth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Fifth Mezzanine Loan as having conferred upon Fifth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan or as having conferred upon Fifth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fifth Mezzanine Borrower.

(g) Sixth Mezzanine Loan. Sixth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Sixth Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Sixth Mezzanine Note or otherwise in connection with the payment of the Sixth Mezzanine Loan; (ii) the Sixth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan; (iii) the Sixth Mezzanine Loan does not grant to Sixth Mezzanine Lender the status of a creditor of any Junior Borrower other than Sixth Mezzanine Borrower; (iv) Sixth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan; (v) Sixth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Sixth Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Sixth Mezzanine Borrower; and (vi) Sixth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Sixth Mezzanine Loan as having conferred upon Sixth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan or as having conferred upon Sixth Mezzanine Lender the status of a creditor of any Junior Borrower other than Sixth Mezzanine Borrower.

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(h) Seventh Mezzanine Loan. Seventh Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Seventh Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Seventh Mezzanine Note or otherwise in connection with the payment of the Seventh Mezzanine Loan; (ii) the Seventh Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan; (iii) the Seventh Mezzanine Loan does not grant to Seventh Mezzanine Lender the status of a creditor of any Junior Borrower other than Seventh Mezzanine Borrower; (iv) Seventh Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan; (v) Seventh Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Seventh Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Seventh Mezzanine Borrower; and (vi) Seventh Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Seventh Mezzanine Loan as having conferred upon Seventh Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan or as having conferred upon Seventh Mezzanine Lender the status of a creditor of any Junior Borrower other than Seventh Mezzanine Borrower.

(i) Eighth Mezzanine Loan. Eighth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Eighth Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Eighth Mezzanine Note or otherwise in connection with the payment of the Eighth Mezzanine Loan; (ii) the Eighth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Eighth Mezzanine Loan; (iii) the Eighth Mezzanine Loan does not grant to Eighth Mezzanine Lender the status of a creditor of any Junior Borrower other than Eighth Mezzanine Borrower; (iv) Eighth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Eighth Mezzanine Loan; (v) Eighth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Eighth Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Eighth Mezzanine Borrower; and (vi) Eighth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Eighth Mezzanine Loan as having conferred upon Eighth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Eighth Mezzanine Loan or as having conferred upon Eighth Mezzanine Lender the status of a creditor of any Junior Borrower other than Eighth Mezzanine Borrower.

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(j) Ninth Mezzanine Loan. Ninth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Ninth Mezzanine Borrower has or will ever have any liability or obligation whatsoever with respect to the Ninth Mezzanine Note or otherwise in connection with the payment of the Ninth Mezzanine Loan; (ii) the Ninth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Ninth Mezzanine Loan; (iii) the Ninth Mezzanine Loan does not grant to Ninth Mezzanine Lender the status of a creditor of any Junior Borrower other than Ninth Mezzanine Borrower; (iv) Ninth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Ninth Mezzanine Loan; (v) Ninth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Ninth Mezzanine Borrower in any action or proceeding, including any Proceeding commenced by or against or involving Ninth Mezzanine Borrower; and (vi) Ninth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Ninth Mezzanine Loan as having conferred upon Ninth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Ninth Mezzanine Loan or as having conferred upon Ninth Mezzanine Lender the status of a creditor of any Junior Borrower other than Ninth Mezzanine Borrower.

(k) Junior Loans. Senior Lender hereby acknowledges that (i) no Junior Borrower has or will ever have any liability or obligation whatsoever with respect to the Senior Note or otherwise in connection with the payment of the Senior Loan; (ii) the Senior Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan; (iii) the Senior Loan does not grant to Senior Lender the status of a creditor of any Junior Borrower; (iv) Senior Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan; (v) Senior Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower in any action or proceeding, including any Proceeding commenced by or against or involving any Junior Borrower; and (vi) Senior Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Senior Loan as having conferred upon Senior Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan or as having conferred upon Senior Lender the status of a creditor of any Junior Borrower.

Section 3. Approval of Loans and Loan Documents.

(a) Junior Lenders. Each Junior Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Senior Loan and each of the Junior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Senior Loan Documents and each of the Junior Loan Documents; (ii) the execution, delivery and performance of the Senior Loan Documents and each of the Junior Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Junior Loan Documents relating to the Junior Loan

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held by such Junior Lender; (iii) none of Senior Lender or any of the other Junior Lenders are under any obligation or duty to, nor has Senior Lender or any of the other Junior Lenders represented that it or they will, see to (A) the application of the proceeds of the Senior Loan by Senior Borrower or any other Person to whom Senior Lender disburses such proceeds and (B) the application of the proceeds of any Junior Loan other than the Junior Loan held by such Junior Lender; (iv) (A) any application or use of the proceeds of the Senior Loan for purposes other than those provided in the Senior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Senior Loan Documents and (B) any application or use of the proceeds of any Junior Loan for purposes other than those provided in the related Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the related Junior Loan Documents; and (v) any conditions precedent to such Junior Lender’s consent to mezzanine or partner financing as set forth in the Junior Loan Documents or any other agreements with Junior Borrowers, as they apply to the Junior Loan Documents or the making of the Junior Loans, have been either satisfied or waived. Notwithstanding any provisions herein to the contrary, each Senior Junior Lender agrees that no Event of Default under any Subordinate Junior Loan shall, in and of itself, constitute or give rise to an Event of Default under its Senior Junior Loan Documents, entitle such Senior Junior Lender to accelerate payments under its Senior Junior Loan Documents or entitle such Senior Junior Lender to modify any provision of its Senior Junior Loan Documents, provided, however, that the circumstances giving rise to such Event of Default under a Subordinate Junior Loan may also constitute an Event of Default under the Senior Junior Loan Documents.

(b) Senior Lender. Senior Lender hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Junior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Junior Loan Documents; (ii) subject to the terms and provisions of this Agreement, the execution, delivery and performance of the Junior Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Senior Loan Documents; (iii) none of the Junior Lenders are under any obligation or duty to, nor has any Junior Lender represented that it will, see to the application of the proceeds of the Junior Loans; (iv) any application or use of the proceeds of the Junior Loans for purposes other than those provided in the Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Junior Loan Documents; and (v) any conditions precedent to Senior Lender’s consent to mezzanine or partner financing as set forth in the Senior Loan Documents or any other agreements with the Senior Borrower, as they apply to the Junior Loan Documents or the making of the Junior Loans, have been either satisfied or waived. Notwithstanding any provisions herein to the contrary, Senior Lender agrees that no Event of Default under any of the Junior Loan Documents shall, in and of itself, constitute or give rise to an Event of Default under the Senior Loan Documents, entitle Senior Lender to accelerate payments under the Senior Loan Documents or entitle Senior Lender to modify any provisions of the Senior Loan Documents; provided, however, that the circumstances giving rise to an Event of Default under the Junior Loan Documents may also constitute an Event of Default under the Senior Loan Documents as provided for therein.

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Section 4. Representations and Warranties.

(a) Senior Lender. Each Person that holds a Senior Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants to each of the Junior Lenders as follows:

(i) To such Person’s knowledge, Exhibit A attached hereto and made a part hereof is a true, correct and complete listing of the material Senior Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Senior Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) There are no conditions precedent to the effectiveness of this Agreement with respect to such Person that have not been satisfied or waived.

(iv) Such Person has, independently and without reliance upon Junior Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to make the Senior Loan and to enter into this Agreement.

(v) Such Person is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.

(vi) All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of such Person have been duly taken, and all such actions continue in full force and effect as of the date hereof.

(vii) Such Person has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of such Person enforceable against such Person in accordance with its terms subject to (y) applicable bankruptcy, reorganization, insolvency and moratorium laws and (z) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.

(viii) To such Person’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by such Person of this Agreement or the consummation by such Person of the transactions contemplated by this Agreement.

(ix) None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (v) violate

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or conflict with any provision of the organizational or governing documents, if any, of such Person, (w) to such Person’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which such Person is a party or to which any of its properties are subject, (x) to such Person’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of such Person pursuant to the terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (y) violate any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which such Person has knowledge against, or binding upon, such Person or upon any of the securities, properties, assets, or business of such Person or (z) to such Person’s knowledge, constitute a violation by such Person of any statute, law or regulation that is applicable to such Person.

(x) To such Person’s knowledge, the Senior Loan is not cross-defaulted with any other loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Senior Borrower, Junior Borrowers or any other Affiliate of Senior Borrower (other than the Senior Loan).

(b) Junior Lenders. With respect to each Junior Loan, each Person that holds a Junior Note for the related Junior Loan hereby represents and warrants, for itself only (and not for any other Junior Lender or for any transferee, successor or assign) to Senior Lender and the other Junior Lenders as follows:

(i) There are no conditions precedent to the effectiveness of this Agreement that, with respect to such Person, have not been satisfied or waived.

(ii) Such Person has, independently and without reliance upon Senior Lender or any other Person and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to make its respective Junior Loan and to enter into this Agreement.

(iii) Such Person is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.

(iv) All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of such Person have been duly taken, and all such actions continue in full force and effect as of the date hereof.

(v) Such Person has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of such Person enforceable against such Person in accordance with its terms subject to (x) applicable bankruptcy, reorganization, insolvency and moratorium laws and (y) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.

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(vi) To the knowledge of such Person, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency (other than those already obtained) is required in connection with the execution, delivery or performance by such Person of this Agreement or consummation by such Person of the transactions contemplated by this Agreement.

(vii) None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (v) violate or conflict with any provision of the organizational or governing documents of such Person, (w) to such Person’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which such Person is a party or to which any of its properties are subject, (x) to such Person’s knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of such Person pursuant to the terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument (provided, however, that such Person shall have the right to grant a lien, charge, encumbrance, claim or security interest in the Junior Loan held by such Person or any portion thereof to a Loan Pledgee as contemplated by the provisions of Section 16), (y) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency or governmental or regulatory body of which such Person has knowledge against, or binding upon, such Person or upon any of the securities, properties, assets, or business of such Person or (z) to such Person’s knowledge, constitute a violation by such Person of any statute, law or regulation that is applicable to such Person.

(viii) Such Junior Lender is a “Qualified Transferee”.

(c) First Mezzanine Lender. Each Person that holds a First Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit B attached hereto and made a part hereof is a true, correct and complete listing of all material First Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its First Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

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(iii) To such Person’s knowledge, the First Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to First Mezzanine Borrower or any other Affiliate of First Mezzanine Borrower. The First Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan.

(d) Second Mezzanine Lender. Each Person that holds a Second Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit C attached hereto and made a part hereof is a true, correct and complete listing of all material Second Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Second Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Second Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan and the First Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Second Mezzanine Borrower or any other Affiliate of Second Mezzanine Borrower. The Second Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan.

(e) Third Mezzanine Lender. Each Person that holds a Third Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit D attached hereto and made a part hereof is a true, correct and complete listing of all material Third Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Third Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Third Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan and the Second Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any

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loan from such Person to Third Mezzanine Borrower or any other Affiliate of Third Mezzanine Borrower. The Third Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan.

(f) Fourth Mezzanine Lender. Each Person that holds a Fourth Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit E attached hereto and made a part hereof is a true, correct and complete listing of all material Fourth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Fourth Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Fourth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Fourth Mezzanine Borrower or any other Affiliate of Fourth Mezzanine Borrower. The Fourth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan.

(g) Fifth Mezzanine Lender. Each Person that holds a Fifth Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit F attached hereto and made a part hereof is a true, correct and complete listing of all material Fifth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Fifth Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Fifth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to

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Fifth Mezzanine Borrower or any other Affiliate of Fifth Mezzanine Borrower. The Fifth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan.

(h) Sixth Mezzanine Lender. Each Person that holds a Sixth Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit G attached hereto and made a part hereof is a true, correct and complete listing of all material Sixth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Sixth Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Sixth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Sixth Mezzanine Borrower or any other Affiliate of Sixth Mezzanine Borrower. The Sixth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan.

(i) Seventh Mezzanine Lender. Each Person that holds a Seventh Mezzanine Note (for itself, and not for any transferee, successor or assign its Seventh Mezzanine Note) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit H attached hereto and made a part hereof is a true, correct and complete listing of all material Seventh Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Seventh Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Seventh Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan. To such Person’s knowledge,

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the Premises do not secure any loan from such Person to Seventh Mezzanine Borrower or any other Affiliate of Seventh Mezzanine Borrower. The Seventh Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan.

(j) Eighth Mezzanine Lender. Each Person that holds an Eighth Mezzanine Note (for itself, and not for any transferee, successor or assign its Eighth Mezzanine Note) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit I attached hereto and made a part hereof is a true, correct and complete listing of all material Eighth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Eighth Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Eighth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Eighth Mezzanine Borrower or any other Affiliate of Eighth Mezzanine Borrower. The Eighth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Eighth Mezzanine Loan.

(k) Ninth Mezzanine Lender. Each Person that holds a Ninth Mezzanine Note (for itself, and not for any transferee, successor or assign of such Person) hereby represents and warrants as follows:

(i) To such Person’s knowledge, Exhibit J attached hereto and made a part hereof is a true, correct and complete listing of all material Ninth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof.

(ii) Such Person is the legal and beneficial owner of its Ninth Mezzanine Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 16.

(iii) To such Person’s knowledge, the Ninth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the

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Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and the Eighth Mezzanine Loan. To such Person’s knowledge, the Premises do not secure any loan from such Person to Ninth Mezzanine Borrower or any other Affiliate of Ninth Mezzanine Borrower. The Ninth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in, any portion of the Separate Collateral securing any Junior Loan other than the Ninth Mezzanine Loan.

(l) Co-Lender Agreements; Loan Documents. (i) The respective rights and obligations of the respective holders of the Senior Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Senior Note to direct the actions to be taken by Senior Lender under this Agreement, including, without limitation, any rights of consent in favor of Senior Lender hereunder) shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the First Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the First Mezzanine Note to direct the actions of First Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of First Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Second Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Second Mezzanine Note to direct the actions of Second Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Second Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Third Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Third Mezzanine Note to direct the actions of Third Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Third Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Fourth Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Fourth Mezzanine Note to direct the actions of Fourth Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Fourth Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Fifth Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Fifth Mezzanine Note to direct the actions of Fifth Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Fifth Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Sixth Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Sixth Mezzanine Note to direct the actions of Sixth Mezzanine Lender under this Agreement,

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including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Sixth Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The respective rights and obligations of the respective holders of the Seventh Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Seventh Mezzanine Note to direct the actions of Seventh Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Seventh Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. Following the execution of any Co-Lender Agreement related to the Eighth Mezzanine Loan in accordance with the terms of Section 9.3 of the Eighth Mezzanine Loan Agreement, the respective rights and obligations of the respective holders of the Eighth Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Eighth Mezzanine Note to direct the actions of Eighth Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Eighth Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. Following the execution of any Co-Lender Agreement related to the Ninth Mezzanine Loan in accordance with the terms of Section 9.3 of the Ninth Mezzanine Loan Agreement, the respective rights and obligations of the respective holders of the Ninth Mezzanine Note relating to actions or inactions arising under this Agreement (including the rights of the holders of the Ninth Mezzanine Note to direct the actions of Ninth Mezzanine Lender under this Agreement, including, without limitation, any rights of cure, rights of purchase and rights of consent in favor of Ninth Mezzanine Lender hereunder), shall be governed by the provisions of the Co-Lender Agreement to which each such holder is a party. The provisions of this paragraph shall not imply or be deemed to imply that any Lender has read, reviewed or approved any Co-Lender Agreement (other than the Co-Lender Agreement to which such Lenders are a party, in each case).

(ii) Notwithstanding anything herein contained to the contrary (including, without limitation, the definitions herein of Senior Lender, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender, Seventh Mezzanine Lender, Eighth Mezzanine Lender and Ninth Mezzanine Lender), the term “Lender”, as such term is defined and used in each of the Senior Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents, respectively, shall have the meaning set forth in the Senior Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents, the Seventh Mezzanine Loan Documents, the Eighth Mezzanine Loan Documents and the Ninth Mezzanine Loan Documents, respectively.

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Section 5. Transfer of Junior Loan or Senior Loan.

(a) Junior Lender.

I. General Provisions. Notwithstanding the provisions of Section 9 or any other provisions hereof (including the provisions of Section 12(a)(iii) hereof), except as provided in Section 16 hereof, and subject to the restrictions set forth in subparagraph (f) below, no Junior Lender or any Loan Pledgee with respect to a Junior Loan (after realization on the pledged Junior Loan) shall Transfer in the aggregate, taking into account all prior Transfers of such Junior Loan or of interests in such Junior Loan, more than forty nine percent (49%) of its respective interest in its respective Junior Loan to any Person that is not a Qualified Transferee or a Loan Pledgee, without receiving Rating Agency Confirmation (in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement) (it being understood and agreed that each Junior Lender shall have the right to transfer up to an aggregate of 49% of its interest in its respective Junior Loan without the consent of the Senior Lender or any Junior Lender, and without Rating Agency Confirmation), and in connection with any Transfer to a Qualified Transferee or Loan Pledgee, any such Junior Lender shall provide to Senior Lender, the other Junior Lenders and the Rating Agencies within five (5) Business Days of such Transfer a certification that such Transfer has been made to a Qualified Transferee or a Loan Pledgee in accordance with this Agreement and any related Co-Lender Agreement and shall include the name, address and contact information of the transferee. Any such notice to the servicer under the Servicing Agreement shall include either (i) (a) a description of the related Co-Lender Agreement, identifying which Co-Lender Agreement the notice relates to and describing the name of the applicable Junior Loan or the Senior Loan as “Harrah’s”, (b) a list of the original parties to the applicable Co-Lender Agreement, (c) a statement as to which Junior Loan such notice relates, and (d) the origination date of the applicable Junior Loan, or (ii) a copy of the applicable Co-Lender Agreement. Any such transferee (other than a Loan Pledgee or a participant in connection with a participation of a portion of the applicable Junior Loan, each of whom shall take subject to the terms of this Agreement) must assume in writing the obligations of such Junior Lender (or transferee) hereunder arising from and after the date of such Transfer (and such Junior Lender shall remain liable for its obligations hereunder arising prior to the date of such Transfer) and agree to be bound by the applicable terms and provisions hereof that are binding on such Junior Lender or transferee (as the case may be). Such proposed transferee (other than a Loan Pledgee, prior to its realization on the pledged Junior Loan, or a participant in connection with a participation of a portion of the applicable Junior Loan) shall also remake each of the representations and warranties contained herein which are applicable to the Junior Loan being acquired for the benefit of the Senior Lender and the Junior Lenders (including, without limitation, representations or warranties regarding the status of such transferee as, or the undertaking by such transferee to undergo the process to become, a Permitted Transferee (as described in Section 5(f) below)) other than (x) the representations that relate to the execution and delivery of this Agreement by the Junior Lender in question (it being understood that any representations regarding the enforceability of or the consummation of the transactions set forth in this Agreement, as against the Junior Lender in question, shall be restated), (y) any representation regarding the “making” of any Loan which shall be modified, as appropriate, to refer to the purchase of a Loan, as appropriate, and (z) the representations set forth in Section 4 regarding the completeness of any lists of Loan Documents, which representation shall not be required to be remade.

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II. Affiliate Transfers. Notwithstanding any provision of this Agreement to the contrary, in no event shall any Junior Lender Transfer or have any right to Transfer its Junior Loan or any interest in a Junior Loan (and in no event shall the respective holders of any interests in any of the Junior Notes (including any interests in any securitization vehicle holding such Junior Notes) Transfer or have any right to Transfer any such interests) to Senior Borrower or any Junior Borrower (or any Affiliate of any of them) or to a Sponsor Affiliate, and any such Transfer shall be void ab initio (provided the foregoing is not intended to prevent a Junior Loan Holder that became an Affiliate of Senior Borrower and/or a Junior Borrower solely due to the exercise of remedies under a more subordinate Junior Loan from Transferring all or any portion of its interest in such Junior Loan to an Affiliate of such Junior Loan Holder that is also an Affiliate of the Senior Borrower and/or such Junior Borrower so long as such Junior Loan Holder’s Affiliate also became an Affiliate of the Senior Borrower and/or such Junior Borrower solely by virtue of the exercise of remedies under a more subordinate Junior Loan and such Junior Loan Holder’s Affiliate is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under any other provision of this Agreement).

(b) Senior Junior Lender. Each Senior Junior Lender may, from time to time, in its sole discretion, Transfer all or any part of the applicable Senior Junior Loan or any interest therein as permitted herein without the consent of any applicable Subordinate Junior Lender but subject to the other provisions of this Section 5, and, notwithstanding any such Transfer or subsequent Transfer by a transferee of such Senior Junior Lender, such Senior Junior Loan and such Senior Junior Loan Documents shall be and remain a senior obligation with respect to all Subordinate Junior Loans in the respects set forth in this Agreement and in accordance with the terms and provisions of this Agreement. Any such transferee (other than a Loan Pledgee prior to realization on the pledged Senior Junior Loans or a participant in connection with a participation of a portion of the applicable Senior Junior Loan, each of whom shall take subject to the terms of this Agreement) must assume in writing the obligations of such Senior Junior Lender (or transferee) hereunder arising from and after the date of such Transfer (and such Senior Junior Lender shall remain liable for its obligations hereunder arising prior to the date of such Transfer) and agree to be bound by the applicable terms and provisions hereof that are binding on such Senior Junior Lender or transferee, as the case may be. Such proposed transferee (other than a Loan Pledgee, prior to its realization on the pledged Senior Junior Loan or interest therein, or a participant in connection with a participation of a portion of the applicable Senior Junior Loan) shall also remake each of the representations and warranties contained herein which are applicable to the Senior Junior Loan being acquired for the benefit of the Senior Lender and the Senior Junior Lenders (other than (x) the representations set forth in Section 4 that relate to the execution and delivery of this Agreement by the Senior Junior Lender in question (it being understood that any representations regarding the enforceability of or the consummation of the transactions set forth in this Agreement, as against the Senior Junior Lender in question, shall be restated), (y) any representation regarding the “making” of the applicable Senior Junior Loan shall be modified, as appropriate, to refer to the purchase of the applicable Senior Junior Loan, and (z) the representations set forth in Section 4 regarding the completeness of any lists of Senior Junior Loan Documents,

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which representation shall not be required to be remade). Notwithstanding any provision of this Agreement to the contrary, in no event shall any Junior Lender Transfer or have any right to Transfer its Junior Loan (and in no event shall the respective holders of any interests in any of the Junior Notes held by Junior Lenders Transfer or have any right to Transfer any such interests) to Senior Borrower or any Junior Borrower (or any Affiliate of any of them) or to a Sponsor Affiliate, and any such Transfer shall be void ab initio (provided the foregoing is not intended to prevent a Junior Loan Holder that became an Affiliate of Senior Borrower and/or a Junior Borrower solely due to the exercise of remedies under a more subordinate Junior Loan from Transferring all or any portion of its interest in such Junior Loan to an Affiliate of such Junior Loan Holder that is also an Affiliate of the Senior Borrower and/or such Junior Borrower so long as such Junior Loan Holder’s Affiliate also became an Affiliate of the Senior Borrower and/or such Junior Borrower solely by virtue of the exercise of remedies under a more subordinate Junior Loan and such Junior Loan Holder’s Affiliate is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under any other provision of this Agreement).

(c) Directing Senior Lender. During any period that no portion of the Senior Loan is included in a Securitization, if more than one Person shall hold a direct interest in the Senior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of the Senior Loan (unless the applicable Co-Lender Agreement among the holders of the Senior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which each Junior Lender shall be entitled to rely) shall designate by written notice to the Junior Lenders either (i) one of such Persons or (ii) a servicer on behalf of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (the “Directing Senior Lender”) to act under this Agreement on behalf of all such Persons holding an interest in the Senior Loan. Each Junior Lender acknowledges that Senior Lender has designated BOA to act as the initial Directing Senior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, during any period that no portion of the Senior Loan is included in a Securitization, the Directing Senior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Senior Lender and to exercise the rights and power given to the Senior Lender, including any approval rights of the Senior Lender; provided, that until a new Directing Senior Lender has been so designated, the last Person known to the Junior Lenders to be the Directing Senior Lender or to hold more than a fifty percent (50%) direct interest in the Senior Loan shall be deemed to be the Directing Senior Lender. Once a new Directing Senior Lender has been designated hereunder, each Junior Lender shall be entitled to rely on such designation until it has received written notice from the Directing Senior Lender or the holder(s) of more than fifty percent (50%) of the principal amount of the Senior Loan of the designation of a different Person to act as the Directing Senior Lender (unless the applicable Co-Lender Agreement among the holders of the Senior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which each Junior Lender shall be entitled to rely).

(d) Directing Junior Lender. If more than one Person shall hold a direct interest in a Junior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of such Junior Loan (unless the applicable Co-Lender Agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be

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specified in a written notice and upon which Senior Lender and each Junior Lender shall be entitled to rely) shall designate by written notice to Senior Lender and the other Junior Lenders one of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (a “Directing Junior Lender”) to act under this Agreement on behalf of all such Persons holding an interest in such Junior Loan. The Senior Lender and each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) acknowledge that each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) has designated BOA to act as the initial Directing Junior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, the Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Junior Lender holding the applicable Junior Loan pursuant to this Agreement and to exercise the rights and power given to the Junior Lender holding the applicable Junior Loan hereunder, including any approval rights of the Junior Lender holding the applicable Junior Loan; provided, that until a new Directing Junior Lender has been so designated, the last Person known to the Senior Lender and the other Junior Lenders to hold more than a fifty percent (50%) direct interest in the applicable Junior Loan shall be deemed to be the Directing Junior Lender for such Junior Loan. Once a new Directing Junior Lender has been designated hereunder with respect to a Junior Loan, Senior Lender and each other Junior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than fifty percent (50%) of the principal amount of the applicable Junior Loan of the designation of a different Person to act as the Directing Junior Lender for such Junior Loan (unless the applicable Co-Lender Agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely).

(e) Senior Lender. Senior Lender may, from time to time, in its sole discretion, and subject to the restrictions set forth in subparagraph (f) below, Transfer all or any of the Senior Loan or any interest therein without the consent of any Junior Lender but in accordance with the terms of this Agreement, provided that any such transferee (other than a participant in the Senior Loan, a pledgee under the Senior Loan prior to realization on the pledged Senior Loan or interest therein (including a pledgee under a “repo” or similar financing facility to whom has been granted a pledge or security interest in the Senior Loan) or a transferee in connection with a Securitization, each of whom shall take subject to the terms of this Agreement, provided, in each instance, the Transfer is made subject to this Agreement) assumes in writing the obligations of Senior Lender hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof. Such transferee (other than a Loan Pledgee prior to its realization on the pledged Senior Loan or interest therein, a transferee in connection with a Securitization, or a participant in connection with a participation of a portion of the Senior Loan) shall also remake each of the representations and warranties contained herein which are applicable to the Senior Loan for the benefit of the

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Junior Lenders (other than (x) the representations set forth in Section 4 that relate to the execution and delivery of this Agreement by the Senior Lender (it being understood that any representations regarding the enforceability of or the consummation of the transactions set forth in this Agreement, as against the Senior Lender, shall be restated), (y) any representation regarding the “making” of the Senior Loan shall be modified, as appropriate, to refer to the purchase of the Senior Loan, and (z) the representations set forth in Section 4 regarding the completeness of any lists of Senior Loan Documents, which representation shall not be required to be remade). Notwithstanding any such Transfer or subsequent Transfer, the Senior Loan and the Senior Loan Documents shall be and remain a senior obligation in the respects set forth in this Agreement to the Junior Loan and the Junior Loan Documents in accordance with the terms and provisions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in no event shall Senior Lender Transfer or have any right to Transfer the Senior Loan (and in no event shall the respective holders of any interests in the Senior Note Transfer or have any right to Transfer any of such interests) to Senior Borrower or any Junior Borrower (or any Affiliate of any of them) or to a Sponsor Affiliate, and any such Transfer shall be void ab initio (provided the foregoing is not intended to prevent a party that holds an interest in a Senior Loan (a “Senior Loan Holder”) that became an Affiliate of the Senior Borrower and/or a Junior Borrower solely due to the exercise of remedies under a Junior Loan from Transferring all or any portion of its interest in the Senior Loan to an Affiliate of such Senior Loan Holder that is also an Affiliate of the Senior Borrower and/or such Junior Borrower so long as such Senior Loan Holder’s Affiliate also became an Affiliate of the Senior Borrower and/or such Junior Borrower solely by virtue of the exercise of remedies under a Junior Loan and such Senior Loan Holder’s Affiliate is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under any other provision of this Agreement). Notwithstanding the foregoing, any Senior Borrower, any Junior Borrower or any Affiliate of any of them or Sponsor Affiliate may purchase Certificates (as defined in the Intercreditor Agreement) in connection with a Securitization of any part of the Mortgage Loan and no such purchase by Senior Borrower, any Junior Borrower or any Affiliate of any of them or Sponsor Affiliate shall cause the trustee of any Securitization of the Mortgage Loan (or the Securitization Vehicle (as defined in the Intercreditor Agreement) holding the Mortgage Loan or any portion thereof) to be deemed to be an Affiliate Holder or Affiliate Lender provided that the pooling and servicing agreement or comparable agreement entered into in connection with such Securitization shall provide that the Senior Borrower, any Junior Borrower or any Affiliate of any of them or Sponsor Affiliate shall not in any event be the controlling class representative, controlling party, controlling holder, or holder of comparable control rights thereunder and shall not be entitled to appoint or remove or vote on the appointment or removal of the related Special Servicer; and provided, further, that such Securitization involves multiple assets (i.e. is not a single-asset Securitization), there are multiple holders of Certificates issued in connection with such Securitization and the aggregate Certificates held by any such Senior Borrower, Junior Borrower and Affiliate of any of them or Sponsor Affiliate does not at any time exceed 10% of the aggregate principal balance of the Certificates issued and outstanding from time to time in connection with such Securitization (and such restriction is contained in the related pooling and servicing agreement). No Transfer of a Senior Note or any interest therein shall relieve a Senior Lender of any obligations arising prior to the Transfer.

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(f) General Provisions Regarding Transfer. (i) If a Junior Lender or the Senior Lender Transfers its Junior Loan or the Senior Loan (as applicable) or any participation or interest of any kind in its Junior Loan or in the Senior Loan (as applicable) to any Person or Loan Pledgee (each such Person or Loan Pledgee, a “Proposed Transferee”) and such Junior or Senior Loan or participation or interest (as applicable), together with any participations and interests in any Junior Loan or the Senior Loan previously or simultaneously Transferred (by any Person) to the Proposed Transferee or any of its Affiliates, is in a principal amount equal to or greater than two percent (2%) of the aggregate outstanding principal amount of the Senior Loan and the Junior Loans (considered in the aggregate, for purposes of applying such 2% test), then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the (New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is exempt from such approval requirements under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”). Each of the Originating Lenders is acknowledged to have been approved by the NJCCC as a “financial source”.

(ii) Each Junior Lender and Senior Lender agrees and each Loan Pledgee shall be deemed to have agreed that in the event that the NJCCC or any other applicable regulatory authority affirmatively determines that such Junior Lender or the Senior Lender or such Loan Pledgee is disqualified to be the holder or a pledgee of or of an interest in a Senior Loan or a Junior Loan (as applicable) in accordance with applicable law, rules or regulations (such Person, a “Disqualified Transferee”), then such Disqualified Transferee and, with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to subclause (a) and (b) of this sentence, the related pledging Senior Lender or pledging Junior Lender, as the case may be, shall (a) immediately and without any required notice or any action by any other Junior Lender or by the Senior Lender, have no right to consent to or vote on or approve any of the matters described in this Agreement as requiring or permitting a consent or approval (and all such matters requiring the approval or consent of a Junior Lender or the Senior Lender, as the case may be, shall be determined without regard to the Senior Loan or the Junior Loan held by or pledged to such Disqualified Transferee), (b) immediately and without any required notice or any action by any other Junior Lender or by the Senior Lender, have no right to receive interest in respect of the Junior Loan in question or the Senior Loan, as applicable, during such time as such Junior Lender or Senior Lender or any Loan Pledgee is a Disqualified Transferee, (c) indemnify, defend and hold Senior Lender and each other Junior Lender (collectively, the “Indemnified Lenders”) harmless from and against any actions, causes of action, suits, claims, liabilities, damages, losses, fees, costs or expenses (including reasonable attorneys’ fees and disbursements) incurred or suffered by the Indemnified Lenders (or any of them) as a result of the Disqualified Transferee (including the Loan Pledgee that is a Disqualified Transferee) failing to comply with the provisions of subparagraph (f)(i) above and the requirements described therein or otherwise being or becoming a Disqualified Transferee and (d) use its best efforts to Transfer its Junior Loan or the Senior Loan, as applicable, or interest therein to a Permitted Transferee. Notwithstanding anything to the contrary contained herein or in any Mortgage Loan Document, the foregoing obligation to indemnify Senior Lender and each Junior

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Lender (as set forth in subclause (c) of the preceding sentence) and to transfer (as set forth in subclause (d) of the preceding sentence) shall not apply to any trust in connection with (i) a Securitization, or (ii) a securitization trust or CDO or other structured vehicle or entity that, in each case, is structured as a REMIC. For the avoidance of doubt, this subparagraph (f)(ii) shall not apply if (1) the Junior Loan or the Senior Loan owned by the Proposed Transferee (together with any participations or interests in or pledges of any other Junior Loan or the Senior Loan, as applicable, previously or simultaneously transferred (by any Person) to and held by such transferee), in the aggregate, is less than two percent (2%) of the outstanding principal amount of the Senior Loan and the Junior Loans in the aggregate or (2) any Loan Pledgee’s interest in the Senior Loan and any Junior Loan in the aggregate is less than two percent (2%) of the outstanding principal amount of the Senior Loan and each Junior Loan, in the aggregate.

(iii) In connection with any Transfer, and in addition to any other requirements of this Section 5, the transferring Junior Lender or Senior Lender shall cause its transferee, in the assignment and assumption documents relating to such Transfer, to (a) represent and warrant (for the benefit of the transferor and for the benefit of Senior Lender (if the transferee is not the Senior Lender) and each Junior Lender (other than itself)) that it is or shall make all necessary applications and take such steps as are necessary to become a Permitted Transferee, (b) indemnify, defend and hold Senior Lender (if the Permitted Transferee is not the Senior Lender) and each Junior Lender (other than itself) harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by such Senior Lender or each such Junior Lender as a result of the Permitted Transferee being or becoming a Disqualified Transferee, and (c) acknowledge that the representations, warranties and indemnities set forth in such assignment and assumption inure to the benefit of Senior Lender and the Junior Lenders (as well as the transferee’s immediate transferor) and survive any transfer by such transferee of its interests in the Senior Loan or Junior Loan (as applicable). Notwithstanding anything to the contrary contained herein, the foregoing obligation to indemnify Senior Lender and each Junior Lender (as set forth in subclause (b) of the preceding sentence) shall not apply to any trust in connection with (i) a Securitization, or (ii) a securitization trust or CDO or other structured vehicle or entity that, in each case, is structured as a REMIC.

(iv) The transferring Junior Lender or Senior Lender, as the case may be, shall cause its transferee to provide, simultaneously with the closing of the Transfer to such transferee, an officer’s certificate, signed by an officer of the transferee, that such transferee (A) has complied with clause (f)(iii) above, and (B) is exempt from the approval requirements set forth under New Jersey law and described above in this Subsection (f), has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or upon such Transfer, will seek approval as a “financial source” by NJCC.

(v) Each Junior Lender and the Senior Lender shall (a) comply with all directives of (and cooperate with) the NJCCC and (b) provide such documentation as shall be reasonably required or requested by the NJCCC to the NJCCC (promptly upon receipt of each such request).

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(g) Additional General Restriction on Transfers. Notwithstanding anything to the contrary contained herein, neither Senior Lender nor any Junior Lender (nor the holder of any interest in any Junior Note) shall Transfer the Senior Loan (or any interest therein), a Junior Loan (or any interest therein), or any interest in the Senior Note or in any Junior Note to any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Senior Borrower or any Junior Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio.

(h) Notwithstanding any provision of this Section 5 to the contrary, each Person holding an interest in the Senior Loan or Junior Loan shall be deemed to be a Senior Lender or Junior Lender, as applicable, with respect to the Senior Loan or related Junior Loan, as applicable, for purposes of the rights and restrictions contained in Section 5, and shall be subject to the rights and restrictions thereof with respect to such Person’s interest in the Senior Loan or Junior Loan, as applicable.

(i) If the Eighth Mezzanine Lender or Ninth Mezzanine Lender Transfers an interest in the Eighth Mezzanine Loan or Ninth Mezzanine Loan, as applicable, such that there shall be more than one party that comprises the Eighth Mezzanine Lender or Ninth Mezzanine Lender, respectively, then contemporaneously with such Transfer, the parties comprising the Eighth Mezzanine Lender or Ninth Mezzanine Lender, respectively, shall enter into a co-lender agreement in the form attached hereto as Exhibit L.

Section 6. Foreclosure of Separate Collateral. (a) Notwithstanding the provisions of Section 8 or any other provisions hereof (including the provisions of Section 12(a)(iii) hereof) other than the provisions of Section 37 hereof (which shall control in the case of any inconsistency between the provisions of this Section 6 and the provisions of Section 37), no Junior Lender nor any Loan Pledgee with respect to a Junior Loan shall complete a foreclosure or otherwise realize upon any of its Equity Collateral (or accept title to such Equity Collateral in lieu of foreclosure, including, without limitation, sell or otherwise transfer the Equity Collateral) without Rating Agency Confirmation and approval of all Senior Junior Lenders unless (i) the transferee of the title to such Equity Collateral is a Qualified Transferee, (ii) each of the Individual Properties will be managed and operated by an Operating Company (under an Operating Lease) duly licensed under all applicable gaming laws and selected by Senior Lender or the most senior Junior Lender (subject to and consistent with the provisions of Section 13) within thirty (30) days after the transfer of title, (iii) there is delivered (x) at the transfer of title a non-consolidation opinion which has been reviewed and approved by counsel selected by such Junior Lender as being in a form which would be acceptable to the Rating Agencies, and (y) within ten (10) Business Days after the transfer, a non-consolidation opinion acceptable to the Rating Agencies (if there is or is anticipated to be a Securitization), the Senior Lender and the applicable Senior Junior Lenders, (iv) the existing deposit or collection account and cash management system is maintained, to the extent required under the

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Senior Loan Documents and the applicable Senior Junior Loan Documents, (v) immediately following such foreclosure, reserves for taxes, debt service, capital repair and improvement expenses, tenant improvement expenses, leasing commissions and operating expenses, insurance and ground rents, if any, are, to the extent required under the Senior Loan Documents and the applicable Senior Junior Loan Documents, maintained, (vi) after giving effect to such Transfer, on and after the date of such Transfer, Senior Borrower and the applicable Junior Borrower (to the extent required by the Senior Loan Documents and the applicable Senior Junior Loan Documents) are Special Purpose Entities, and (vii) notice of the Transfer and an officer’s certificate from an officer of the applicable Junior Lender certifying that all conditions set forth in clauses (i) through (vi) above have been satisfied must be provided to Senior Lender, the applicable Senior Junior Lenders and the Rating Agencies upon the satisfaction of the requirements set forth above (which shall be within thirty (30) days subsequent to the Transfer). In the event that such Transfer results in the release from future liability of any guarantor, indemnitor, pledgor, or other obligor (each, a “Third Party Obligor”) under the Senior Loan and/or any Senior Junior Loan or any other guaranty, pledge or indemnity which may constitute a Senior Loan Document and/or a Senior Junior Loan Document and such guaranty, pledge or indemnity is required to be in effect as required by the applicable Senior Loan Documents and/or Senior Junior Loan Documents, as applicable (each, a “Third Party Agreement”), such transferee or another Person proposed by the transferee that is reasonably satisfactory to Senior Lender and the applicable Senior Junior Lender shall: (A) execute and deliver to each of Senior Lender and/or the applicable Senior Junior Lender a substitute Third Party Agreement from a substitute Third Party Obligor reasonably acceptable to Senior Lender and each applicable Senior Junior Lender, in each case in a form substantially similar to the original Third Party Agreement that it is replacing or otherwise in form reasonably acceptable to Senior Lender and each applicable Senior Junior Lender, pursuant to which the substitute Third Party Obligor shall undertake the obligations set forth therein from and after the date of such Transfer (and only to the extent arising from and after the date of such Transfer), provided, however, that in the event such Junior Loan is subject to multiple participation interests, each participant shall have the right to deliver a guaranty, indemnity or Third Party Agreement that otherwise complies with the foregoing, in each case on a several basis limiting such participant’s liability thereunder to its pro rata interest in such Junior Loan, and (B) if there are Certificates then outstanding, deliver (or cause to be delivered) to Senior Lender and each Rating Agency, an opinion of counsel that the substitution of the original Third Party Obligor and the original Third Party Agreement with a substitute Third Party Obligor and a substitute Third Party Agreement, would not cause a “significant modification” of the Senior Loan, as such term is defined in Treasury Regulations Section 1.860G-2(b).

(b) Nothing contained herein shall limit or restrict the right of any Junior Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on any of its Separate Collateral that is not Equity Collateral and to apply the proceeds therefrom as it deems appropriate in its discretion (i.e., without payment subordination), including exercising any remedy against any guarantor (a “Guarantor”) pursuant to any guaranty granted to any Junior Lender as additional collateral to secure the obligations under the applicable Junior Loan Documents (a “Guaranty Claim”); provided, however, each Junior Lender agrees that, unless the proceeds of any such enforcement are turned over to the Senior Lender to be applied to prepayment of the Senior Loan until it is paid in full, and thereafter to the Senior Junior Lenders in order of priority to be applied to prepayment of the Senior Junior

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Loans in order of priority until they are paid in full, it shall not seek or pursue the enforcement of any judgments against Guarantor (but shall not be precluded from obtaining a judgment in any event) if (i) Senior Lender is simultaneously exercising any rights and remedies that it may have against such Guarantor under any guaranty granted to Senior Lender as additional collateral to secure the obligations under the Senior Loan Documents, or (ii) a Senior Junior Lender is simultaneously exercising any rights and remedies that it may have against such Guarantor under any guaranty granted to such Senior Junior Lender as additional collateral to secure the obligations under the Senior Junior Loan Documents, and, in each case, any right of payment of any Junior Lender under a Guaranty Claim shall be subject and subordinate in all respects to the rights and claims of Senior Lender and any applicable Senior Junior Lenders against such Guarantor (each Junior Lender hereby agreeing to such application of proceeds).

(c) In the event a Junior Lender that is a Qualified Transferee or any Qualified Transferee purchaser at a UCC sale obtains title to the Equity Collateral, each of Senior Lender and any Senior Junior Lender acknowledges and agrees that any transfer or assumption fee in the Senior Loan Agreement or any Senior Junior Loan Agreement shall be waived as a condition to such Transfer (except in the case of any transfer to any Affiliate Lender); provided, that all reasonable expenses incurred by Senior Lender and by any Senior Junior Lender in connection with any such Transfer shall be paid by such Junior Lender and any such Transfer shall not constitute a breach or default under the Senior Loan Documents or any Senior Junior Loan Documents, and provided, further, that such action is enforced in accordance with the terms and conditions of this Agreement, including Section 6(a). Senior Lender and any applicable Senior Junior Lender shall not impose any unreasonable delay in connection with any such Transfer.

(d) To the extent that any Qualified Transferee acquires the Equity Collateral pledged to a Junior Lender pursuant to the Junior Loan Documents in accordance with the provisions and conditions of this Agreement (including, but not limited to Section 12 hereof), such Qualified Transferee shall acquire the same subject to (i) the Senior Loan and the terms, conditions and provisions of the Senior Loan Documents and (ii) the applicable Senior Junior Loans and the terms, conditions and provisions of the applicable Senior Junior Loan Documents, in each case for the balance of the term thereof, which shall not be accelerated by Senior Lender or the related Senior Junior Lender solely due to such acquisition and shall remain in full force and effect; provided, however, that (A) such Qualified Transferee shall cause, within ten (10) days after the transfer, (1) Senior Borrower and (2) the applicable Senior Junior Borrowers, in each case to reaffirm in writing, subject to such exculpatory provisions as shall be set forth in the Senior Loan Documents and the related Senior Junior Loan Documents, as applicable, all of the terms, conditions and provisions of the Senior Loan Documents and the related Senior Junior Loan Documents, as applicable, on Senior Borrower’s or the applicable Senior Junior Borrower’s, as applicable, part to be performed and (B) all defaults under (1) the Senior Loan and (2) the applicable Senior Junior Loans, in each case which remain uncured or unwaived as of the date of such acquisition have been cured by such Qualified Transferee except for defaults that are not susceptible of being cured by such Qualified Transferee; provided, that such defaults which are not susceptible of being cured do not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender and the applicable Senior Junior Lenders, or in the case of defaults that can only be cured by the Junior Lender following its acquisition of the Equity Collateral,

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the same shall be cured by the Junior Lender prior to the expiration of the applicable Extended Non-Monetary Cure Period. Any Qualified Transferee acquiring Equity Collateral in accordance with this Section 6(d) may replace any Independent Director (as such term is defined in the applicable Loan Documents) relating to such Equity Collateral that is an individual with another Person satisfying the definition of Independent Director under the applicable Loan Documents.

(e) Nothing contained in Section 5(a) or this Section 6 is intended (i) to limit any Loan Pledgee’s right under its financing documents with any Junior Lender to foreclose against such Junior Lender, provided that such Loan Pledgee complies with the applicable provisions of Section 16, or (ii) if any such Loan Pledgee has foreclosed under its financing documents as aforesaid, to limit such Loan Pledgee’s right to foreclose against the applicable Junior Borrower’s interest in the Separate Collateral, provided that Loan Pledgee complies with the applicable provisions of Section 5, Section 16 and this Section 6.

Section 7. Notice of Rating Confirmation. Each Junior Lender shall promptly notify Senior Lender and each other Junior Lender of any intended action relating to its respective Junior Loan which would require Rating Agency Confirmation hereunder and shall cooperate with Senior Lender in obtaining such confirmation. Senior Lender promptly shall notify Junior Lenders of any intended action relating to the Senior Loan which would so require Rating Agency Confirmation and shall cooperate with Junior Lenders in obtaining such confirmation. The party whose proposed actions necessitate or require Rating Agency Confirmation shall pay all fees and expenses of the Rating Agencies in connection with such request.

Section 8. Modifications, Amendments, etc. (a) Subject to the terms of Section 3.3 of the Note Sales Agreement, Senior Lender shall have the right without the prior written consent of any Junior Lender in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Loan Modification”) of the Senior Loan or any of the Senior Loan Documents provided that no such Senior Loan Modification, without first receiving the consent of the Junior Lenders, shall (i) increase the interest rate or principal amount of the Senior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, provided, the foregoing shall not apply to or preclude the creation of additional components of the Senior Loan or changing balances, amortization and spreads of the Senior Loan or of the components thereof in accordance with the terms of Sections 2.1.5 and 2.1.6 of the Senior Loan Agreement and the terms of this Agreement, (ii) increase in any other material respect any monetary obligations of Senior Borrower under the Senior Loan Documents other than as already contemplated under the Senior Loan Documents, (iii) extend or shorten the scheduled maturity date of the Senior Loan (other than by acceleration of the Senior Loan after the lapse of any cure periods granted to any Junior Lender pursuant to the terms of this Agreement or an extension option scheduled pursuant to the terms of the Senior Loan Documents on the date hereof), or amend or modify the Senior Lender’s consent requirement or standards set forth in the Senior Loan Documents with respect to Senior Borrower’s right to extend the term of the Senior Loan, (iv) increase the amount of any principal payments required under the Senior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal

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payments except if increased in connection with (i) above, (v) convert or exchange the Senior Loan into or for any other indebtedness or subordinate any of the Senior Loan to any other indebtedness of Senior Borrower, (vi) accept a grant of any lien on or security interest in any collateral or property of Senior Borrower or any other Person not originally granted or contemplated to be granted under the Senior Loan Documents, unless (x) such collateral or property is owned by a Person other than Senior Borrower and is not collateral for the Senior Loan or any Junior Loan and (y) the consent of the Junior Lenders is obtained if such consent is required pursuant to the Senior Loan Documents or the applicable Junior Loan Documents, (vii) modify, waive or amend (or, in the case of subclause (1) of this (vii), waive compliance in any material respect with) the terms and provisions of the Senior Loan Documents with respect to (1) any reserves or escrows, including, without limitation, those for taxes, insurance, debt service, repairs and replacements, if any, or any provisions regarding the release of funds from escrow, (2) any future funding obligation or additional advances of loan proceeds, if any, or (3) the amount of, manner, timing, method of the application of, or order of priority in payment of, payments under the Senior Loan Documents or the Junior Loan Documents, (viii) cross-default the Senior Loan with any other indebtedness, (ix) obtain any equity interest in Senior Borrower or any Junior Borrower, or any contingent interest, additional interest or so called “kicker” measured on the basis of the cash flow or appreciation of the Premises, (x) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the Senior Loan or any extended term of the Senior Loan or waive the requirement for an interest rate cap agreement if now or in the future called for under the Senior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the Senior Loan Documents, including, without limitation, the definition of “Release Price” (as defined in the Senior Loan Agreement), or the thresholds and other material restrictions and conditions applicable for releases in connection with all of any portion of the Premises, (xii) spread the lien of any Mortgage to encumber additional real property, (xiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield or spread maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the Senior Loan when none is now required or after the current maturity date of the Senior Loan or increase the amount of such prepayment fee, premium or yield or spread maintenance charge, (xiv) modify, waive or amend, in any material respect, the terms and provisions of Section 6.1 of the Senior Loan Agreement (including any deductibles, limits, qualifications of insurers or terrorism insurance requirements), (xv) release its lien on any material portion of the collateral originally granted under the Senior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents), or release any Guarantor under its Guaranty (other than in connection with obtaining a similar guaranty from a reasonably satisfactory replacement guarantor or as otherwise permitted by the Senior Loan documents in effect as of the date hereof), (xvi) amend or modify the definition of Event of Default under the Senior Loan Documents, (xvii) impose any additional fees upon Senior Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any Junior Lender (or any transferee of the interest in any Junior Loan) from acquiring the interest of the applicable Junior Borrower by foreclosure of the applicable Equity Collateral, (xix) impose any financial covenants on Senior Borrower (or if such covenants exist, impose more restrictive financial

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covenants on Senior Borrower), (xx) modify, waive or amend the definition of Excess Cash Flow, Net Sales Proceeds, Rio Leverage Event, Pre-Rio Leverage Ratio, or Post-Rio Leverage Ratio in the Senior Loan Agreement of any definition included as part of any such definition, or (xxi) modify, waive or amend any terms of the Senior Loan Agreement related to the sale of the Rio Las Vegas (as defined in the Senior Loan Agreement), including, without limitation, any of the applicable terms or provisions of Section 2.5.1 of the Senior Loan Agreement; provided, however, that, notwithstanding any provision of this Agreement to the contrary, (A) in no event shall Senior Lender be obligated to obtain any Junior Lender’s consent to a Senior Loan Modification prohibited above in the case of a workout or other surrender, extension, compromise, release, renewal, or indulgence relating to the Senior Loan following the occurrence and continuance of an Event of Default under the Senior Loan Documents (except that under no condition shall the principal balance of Senior Loan be increased in violation of item (i) above (with respect to increases in principal amount only) or the modifications described in clauses (ix), (xiii), (xvii) (except for any workout fee payable to the servicer of the Senior Loan following a Securitization) or (xviii) above be made during such a workout, surrender, extension, compromise, release, renewal or indulgence, without in each case the prior written consent of each of the Junior Lenders) and (B) provided that each Junior Lender is in compliance with the provisions of Section 6 above, Senior Lender shall be obligated to obtain the consent of the Junior Lenders to all Senior Loan Modifications both (i) during any Monetary Cure Period, Extended Monetary Cure Period, Non-Monetary Cure Period or Extended Non-Monetary Cure Period and (ii) for a period of thirty (30) days after the Junior Lenders have been given notice of a Purchase Option Event. In addition and notwithstanding the foregoing provisions of this Section 8(a), any amounts funded by Senior Lender pursuant to the Senior Loan Documents as a result of (1) the making of any Protective Advances or other advances by Senior Lender expressly permitted by the terms of the Senior Loan Documents, or (2) interest accruals or accretions provided for in the Senior Loan Documents as of the date hereof and any compounding thereof (including default interest), shall not be deemed to contravene this Section 8(a); for the purposes of this sentence the term “Protective Advances” shall include all advances where the sums advanced are advanced for the benefit of the Premises whether or not expressly provided for in the Senior Loan Documents.

(b) Subject to the terms of Section 3.3 of the Note Sales Agreement, each Subordinate Junior Lender shall have the right without the prior written consent of Senior Lender or any Senior Junior Lender, in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Junior Loan Modification”) of its Junior Loan or Junior Loan Documents, provided, that without first receiving the consent of Senior Lender and each Senior Junior Lender, no such Junior Loan Modification shall: (i) increase the interest rate or principal amount of the applicable Junior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, provided, the foregoing shall not apply to or preclude the creation of additional components of the applicable Junior Loan or changing balances, amortization and spreads of the applicable Junior Loan or of the components thereof in accordance with the terms of Sections 2.1.5 and 2.1.6 of the applicable Junior Loan Agreement and the terms of this Agreement, (ii) increase in any other material respect any monetary obligations of the applicable Junior Borrower under the applicable Junior Loan Documents other than as already contemplated under the applicable Junior Loan Documents, (iii) extend or shorten the

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scheduled maturity date of the applicable Junior Loan (other than by an acceleration of such Junior Loan after the lapse of any cure periods granted to any Subordinate Junior Lender pursuant to the terms of this Agreement or an extension option scheduled pursuant to the terms of the applicable Junior Loan Documents on the date hereof)), or amend or modify the Junior Lender’s consent requirement or standards set forth in the applicable Junior Loan Documents with respect to the applicable Borrower’s right to extend the term of the applicable Junior Loan, (iv) increase the amount of any principal payments required under the applicable Junior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the applicable Junior Loan into or for any other indebtedness, or subordinate any of such Junior Loan, to any indebtedness of the applicable Junior Borrower, (vi) accept a grant of any lien on or security interest in any collateral or property of the applicable Junior Borrower or any other Person not originally granted or contemplated to be granted under the applicable Junior Loan Documents, unless (x) such collateral or property is owned by a Person other than such Junior Borrower and is not collateral for the Senior Loan or any Senior Junior Loan and (y) the consent of Senior Lender and the Senior Junior Lenders is obtained if such consent is required pursuant to the Senior Loan Documents or the applicable Senior Junior Loan Documents, (vii) modify, waive or amend (or, in the case of subclause (1) of this (vii), waive compliance in any material respect with) the terms and provisions of the applicable Senior Junior Loan Documents with respect to (1) any reserves or escrows if any, including, without limitation, those for taxes, insurance, debt service, repairs and replacements, if any, or any provisions regarding the release of funds from escrow, (2) any future funding obligation or additional advances of loan proceeds, if any, or (3) the amount of, manner, timing, method of the application of, or order of priority in payment of, payments under the applicable Senior Junior Loan Documents or the applicable Subordinate Junior Loan Documents, (viii) obtain any equity interest in the Borrower under such Junior Loan or any Junior Borrower other than the applicable Junior Borrower, or any contingent interest, additional interest or so called “kicker”, (ix) spread the lien and security interest of the Pledge Agreement to encumber additional collateral, (x) cross-default the applicable Junior Loan with any other indebtedness other than the Senior Loan and any Senior Junior Loan, (xi) waive, amend or modify the transfer or encumbrance provisions in the applicable Junior Loan Documents, including, without limitation, the definition of “Release Price” (as defined in the applicable Junior Loan Agreement), or (xii) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the applicable Junior Loan or any extended term of the applicable Junior Loan; provided, however, that, notwithstanding any provision of this Agreement to the contrary, (A) in no event shall the applicable Subordinate Junior Lender be obligated to obtain Senior Lender’s or any Senior Junior Lender’s consent to a Junior Loan Modification prohibited above in the case of a workout or other surrender, extension, compromise, release, renewal, or indulgence relating to the Junior Loan following the occurrence and continuance of an Event of Default under the applicable Junior Loan Documents (except that under no condition shall the principal balance of applicable Junior Loan be increased in violation of clause (i) above (with respect to increases in principal amount only) or the modifications described in clause (ii), clause (iii) (with respect to shortening the maturity only), clause (iv), clause (v), clause (vii) or clause (viii) above be made during such a workout, surrender, extension, compromise, release, renewal or indulgence, without in each case the prior written consent of Senior Lender and each of the

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Senior Junior Lenders), and (B) any such amendment or modification shall not (x) increase the per annum rate at which interest is payable under the applicable Junior Loan, unless such additional interest accrues and is contingent and if no Event of Default under the Senior Loan exists and no Event of Default under any applicable Senior Junior Loans exists, then such additional interest may be paid from excess net cash flow that would otherwise be payable to the Junior Borrower under such Junior Loan or any Junior Borrower or (y) require any specified sums as amortization payments other than as now provided under the applicable Junior Loan Documents (however, such Junior Lender will be permitted to retain excess net cash flow that would otherwise be payable to the Junior Borrower under the applicable Junior Loan or any applicable Junior Borrower and to apply such cash flow to the amortization of the principal balance of the applicable Junior Loan or to deferred interest under the applicable Junior Loan, subject to any prior right to such funds under the Senior Loan Documents). In addition and notwithstanding the foregoing provisions of this Section 8(b), any amounts funded by a Subordinate Junior Lender under its respective Junior Loan Documents as a result of (1) the making of any Protective Advances or other advances by such Junior Lender expressly permitted by the terms of its Junior Loan Documents as of the date hereof or (2) interest accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 8(b).

(c) Subject to the terms of Section 3.3 of the Note Sales Agreement, each Senior Junior Lender shall have the right without the prior written consent of any applicable Subordinate Junior Lender, in each instance to enter into any amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior Junior Loan Modification”) of its Senior Junior Loan or Senior Junior Loan Documents, provided, that without first receiving the consent of any applicable Subordinate Junior Lender, no such Senior Junior Loan Modification shall: (i) increase the interest rate or principal amount of the applicable Senior Junior Loan except for increases in principal to cover workout costs and enforcement costs (including closing costs in connection therewith) and Protective Advances, provided, the foregoing shall not apply to or preclude the creation of additional components of the applicable Senior Junior Loan or changing balances, amortization and spreads of the applicable Senior Junior Loan or of the components thereof in accordance with the terms of Sections 2.1.5 and 2.1.6 of the applicable Senior Junior Loan Agreement and the terms of this Agreement, (ii) increase in any other material respect any monetary obligations of the applicable Senior Junior Borrower under the applicable Senior Junior Loan Documents other than as already contemplated under the applicable Senior Junior Loan Documents, (iii) extend or shorten the scheduled maturity date of the applicable Senior Junior Loan (other than by acceleration of such Senior Junior Loan after the lapse of any cure periods granted to any Subordinate Junior Lender pursuant to the terms of this Agreement or an extension option scheduled pursuant to the terms of the Senior Junior Loan Documents on the date hereof), or amend or modify the Senior Junior Lender’s consent requirement or standards set forth in the applicable Senior Junior Loan Documents with respect to the applicable Junior Borrower’s right to extend the term of the applicable Senior Junior Loan, (iv) increase the amount of any principal payments required under the applicable Senior Junior Loan or modify any related principal amortization schedule in a manner which would increase the amount of principal payments except if increased in connection with (i) above, (v) convert or exchange the applicable Senior Junior Loan into or for any other indebtedness, or subordinate any of such Senior Junior Loan to any indebtedness of the applicable Senior Junior Borrower,

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(vi) accept a grant of any lien on or security interest in any collateral or property of the applicable Senior Junior Borrower or any other Person not originally granted or contemplated to be granted under the applicable Senior Junior Loan Documents, unless (x) such collateral or property is owned by a Person other than such Senior Junior Borrower and is not collateral for the Senior Loan or any Junior Loan and (y) the consent of Senior Lender and the Junior Lenders is obtained if such consent is required pursuant to the Senior Loan Documents or the applicable Junior Loan Documents, (vii) modify, waive or amend (or, in the case of subclause (1) of this (vii), waive compliance in any material respect with) the terms and provisions of the applicable Senior Junior Loan Documents with respect to (1) any reserves or escrows if any, including, without limitation, those for taxes, insurance, debt service, repairs and replacements, if any, or any provisions regarding the release of funds from escrow, (2) any future funding obligation or additional advances of loan proceeds, if any, or (3) the amount of, manner, timing, method of the application of, or order of priority in payment of, payments under the applicable Senior Junior Loan Documents or the applicable Subordinate Junior Loan Documents, (viii) cross-default the applicable Senior Junior Loan with any other indebtedness other than the Senior Loan and any more senior Senior Junior Loan, (ix) obtain any equity interest in the Junior Borrower under such Junior Loan or any Junior Borrower other than pursuant to an Equity Collateral Enforcement Action permitted hereunder, or any contingent interest, additional interest or so called “kicker”, (x) consent to a higher strike price with respect to the current or any new or extended interest rate cap agreement entered into in connection with the applicable Senior Junior Loan or any extended term of the applicable Senior Junior Loan or waive the requirement for a interest rate cap agreement if now or in the future called for under the applicable Senior Junior Loan Documents or waive or release any obligation of the counterparty under any interest rate cap agreement, (xi) waive, amend or modify the transfer or encumbrance provisions in the applicable Senior Junior Loan Documents, including, without limitation, the definition of “Release Price” (as defined in the applicable Senior Junior Loan Agreement), (xii) spread the lien of the applicable Pledge Agreement to encumber additional collateral, (xiii) extend the period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or premium or yield maintenance charge or impose any prepayment fee or premium or yield or spread maintenance charge in connection with a prepayment of the applicable Senior Junior Loan when none is now required or after the current maturity date of the applicable Senior Junior Loan or increase the amount of such prepayment fee, premium or yield or spread maintenance charge, (xiv) modify, waive or amend, in any material respect, the terms and provisions of Section 6.1 of the applicable Senior Junior Loan Agreement, (xv) release its lien on any material portion of the collateral originally granted under the applicable Senior Junior Loan Documents (except as may be required in accordance with the terms of the Senior Loan Documents, the more senior Senior Junior Loan Documents or the applicable Senior Junior Loan Documents), or release any Guarantor under its Guaranty (other than in connection with obtaining a similar guaranty from a reasonably satisfactory replacement guarantor or as otherwise permitted by the applicable Senior Junior Loan documents in effect as of the date hereof), (xvi) amend or modify the definition of Event of Default under the applicable Senior Junior Loan Documents, (xvii) impose any additional fees upon the applicable Senior Junior Borrower that would be required to be paid on a periodic or regular basis, (xviii) add provisions which would prohibit or restrict any other Junior Lender (or any transferee of an interest in any other Junior Loan) from acquiring the interest of the applicable Senior Junior

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Borrower by foreclosure of the applicable Equity Collateral or (xix) impose any financial covenants on the applicable Senior Junior Borrower (or if such covenants exist, impose more restrictive financial covenants on the Senior Junior Borrower); provided, however, that, notwithstanding any provision of this Agreement to the contrary, (A) in no event shall the applicable Senior Junior Lender be obligated to obtain any Subordinate Junior Lender’s consent to a Senior Junior Loan Modification prohibited above in the case of a workout or other surrender, extension, compromise, release, renewal, or indulgence relating to the applicable Senior Junior Loan following the occurrence and continuance of an Event of Default under the applicable Senior Junior Loan Documents (except that under no condition shall the principal balance of the applicable Senior Junior Loan be increased in violation of item (i) above (with respect to increases in principal amount only) or the modifications described in clauses (viii), (xi) (with respect to permitting additional indebtedness), (xiii), (xvii), (xviii) or (xix) above be made during such a workout, surrender, extension, compromise, release, renewal or indulgence, without in each case the prior written consent of each of the Subordinate Junior Lenders) and (B) provided that each Subordinate Junior Lender is in compliance with the provisions of Section 6 above, the applicable Senior Junior Lender shall be obligated to obtain the consent of the Subordinate Junior Lenders to all Senior Junior Loan Modifications both (i) during any Junior Loan Monetary Cure Period, Junior Loan Extended Monetary Cure Period, Junior Loan Non-Monetary Cure Period or Junior Loan Extended Non-Monetary Cure Period and (ii) for a period of thirty (30) days after the Subordinate Junior Lenders have been given notice of a Purchase Option Event. In addition and notwithstanding the foregoing provisions of this Section 8(c), (a) any amounts funded by a Senior Junior Lender under its respective Senior Junior Loan Documents as a result of (1) the making of any Protective Advances or other advances by such Senior Junior Lender expressly permitted by the terms of its Senior Junior Loan Documents as of the date hereof or (2) interest accruals or accretions and any compounding thereof (including default interest) shall not be deemed to contravene this Section 8(c).

(d) Senior Lender shall deliver to Junior Lenders, promptly upon execution thereof, copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of the Senior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by Senior Lender).

(e) Each Junior Lender shall deliver to Senior Lender and the other Junior Lenders promptly upon execution thereof, copies of any and all modifications, amendments, extensions, consolidations, spreaders, restatements, alterations, changes or revisions to any one or more of its respective Junior Loan Documents (including, without limitation, any side letters, waivers or consents entered into, executed or delivered by such Junior Lender).

(f) Each Junior Lender shall consent to the amendment or modification of a Junior Borrower’s organizational documents upon request by Senior Lender and/or the applicable Senior Junior Lender in order to satisfy requests made by Rating Agencies rating any Certificates, provided that such amendment or modification does not have a material adverse effect on the Junior Loan and the costs and expenses thereof are not payable by such Junior Lender.

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(g) Notwithstanding anything to the contrary contained herein, Specified Mezzanine Lender (as defined in the Note Sales Agreement) shall have the right without requiring the consent of Senior Lender or any Junior Lender or Senior Junior Lender to take the actions contemplated by Section 3.3 of the Note Sales Agreement.

Section 9. Subordination of Junior Loans and Junior Loan Documents. (a) Except as otherwise provided in this Agreement, each Junior Lender hereby subordinates and makes junior the Junior Loan held by such Junior Lender, the related Junior Loan Documents and the liens and security interests created thereby, and all rights, remedies, terms and covenants contained therein to (i) the Senior Loan and the applicable Senior Junior Loans, (ii) the liens and security interests created by the Senior Loan Documents and the applicable Senior Junior Loan Documents, and (iii) all of the terms, covenants, conditions, rights and remedies contained in the Senior Loan Documents and the applicable Senior Junior Loan Documents and no extensions, modifications, consolidations, supplements, amendments, replacements and restatements of and/or to the Senior Loan Documents or the applicable Senior Junior Loan Documents that are permitted by Section 8 shall affect the subordination thereof as set forth in this Section 9. Senior Lender and the Junior Lenders each hereby acknowledge and agree that, except as set forth in Section 6(b) hereof:

(A) Senior Lender has not acquired, and shall not hereafter acquire, any lien on, or any other interest whatsoever in the Separate Collateral relating to any Junior Loan that is held by the related Junior Lender (or any part thereof), and that collection from such Separate Collateral (including any Guaranty Claim), the exercise of remedies and realization upon such Separate Collateral by such Junior Lender or any applicable Loan Pledgee and the application of proceeds therefrom as such Junior Lender deems appropriate in its discretion are, except as set forth in Section 6(b) hereof, expressly permitted and shall not constitute a default or an event of default under this Agreement, the Senior Loan Documents or the applicable Junior Loan Documents;

(B) No property of a Junior Borrower is collateral for the Senior Loan;

(C) No Senior Junior Lender has acquired, and no Senior Junior Lender shall hereafter acquire, any lien on, or any other interest whatsoever in the Separate Collateral relating solely to any Subordinate Junior Loan that is held by the related Subordinate Junior Lender (or any part thereof), and that collection from any such Separate Collateral (including any Guaranty Claim), the exercise of remedies and realization upon such Separate Collateral by such Subordinate Junior Lender or any applicable Loan Pledgee and the application of proceeds therefrom as such Subordinate Junior Lender deems appropriate in its discretion are, except as set forth in Section 6(b) hereof, expressly permitted and shall not constitute a default or an event of default under this Agreement, the applicable Senior Junior Loan Documents or the applicable Subordinate Junior Loan Documents;

(D) No property of a Subordinate Junior Borrower is collateral for any Senior Junior Loan;

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(E) No Junior Borrower has any legal obligations to pay the Senior Loan or to render any other performance under the Senior Loan Documents and no Junior Borrower has any legal obligations to pay any Junior Loan (other than the Junior Loan to which it is a party) or to render any other performance under the Junior Loan Documents for any Junior Loan (other than the Junior Loan to which it is a party); and

(F) Senior Lender is not a creditor of any Junior Borrower and no Junior Lender is a creditor of Senior Borrower or of any Junior Borrower (other than its Junior Borrower).

(b) Except with respect to the Separate Collateral or any Guaranty, every document and instrument included within the Junior Loan Documents shall be subject and subordinate to each and every document and instrument included within the Senior Loan Documents and the applicable Senior Junior Loan Documents and all extensions, modifications, consolidations, supplements, amendments, replacements and restatements of and/or to the Senior Loan Documents and the applicable Senior Junior Loan Documents to the extent such extensions, modifications, consolidations, supplements, amendments, replacements and restatements are permitted by the terms hereof.

Section 10. Payment Subordination. (a) Except (i) as otherwise expressly provided in this Agreement and (ii) in connection with the exercise by a Junior Lender of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with the terms of this Agreement and the application of the proceeds therefrom as Junior Lender deems appropriate in its discretion, (x) each Junior Lender’s rights to payment of the Junior Loan held by each such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Senior Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, and no such Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received by such Junior Lender from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral or from any Guaranty Claim, which may be retained by such Junior Lender) from Senior Borrower and/or from the Premises prior to the date that all of the Senior Loan Liabilities then due to Senior Lender under the Senior Loan Documents are paid in full and (y) each Junior Lender’s rights to payment of the Junior Loan held by each such Junior Lender and the obligations evidenced by the related Junior Loan Documents are hereby subordinated to the rights to payment of each Senior Junior Lender (senior to each such Junior Lender, in each case) by the applicable Senior Junior Borrowers of the applicable Senior Junior Loans and the obligations secured by the applicable Senior Junior Loan Documents, and no such Junior Lender shall accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise, but excluding, the proceeds received by such Junior Lender from any bona fide third party in connection with a secured party sale of such Junior Lender’s Equity Collateral, which may be retained by such Junior Lender) from Senior Borrower, the Premises, from any Senior Junior Borrower(s) (senior to it, in each case) and/or the proceeds from items identified in clauses (i) or (ii) of the definition of Separate Collateral (but excluding, the proceeds received from any bona fide third party in connection

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with a secured party sale of such Junior Lender’s Equity Collateral or from any Guaranty Claim, which may be retained by such Junior Lender) securing or guaranteeing the applicable Senior Junior Loans prior to the date that all obligations of the applicable Senior Junior Borrowers then due to the applicable Senior Junior Lenders under the applicable Senior Junior Loan Documents are paid in full.

(b) If (i) a Proceeding with respect to Senior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the Senior Loan Documents, after giving effect to each Junior Lender’s cure rights pursuant to Section 12, except as expressly otherwise provided herein, Senior Lender shall be entitled to receive payment and performance in full of all amounts due or to become due to Senior Lender before any Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of Senior Borrower being subordinated to the payment of the Junior Loans) on account of any Junior Loan (other than payments with respect to a Junior Lender’s Separate Collateral permitted pursuant to this Agreement). If (i) a Proceeding with respect to Senior Junior Borrower shall have occurred and has not been dismissed or (ii) there shall have occurred and be continuing an Event of Default under the applicable Senior Junior Loan Documents, after giving effect to each Subordinate Junior Lender’s cure rights pursuant to Section 12 (subject to the provisions of Section 37), the Senior Junior Lender holding the applicable Senior Junior Loan shall be entitled to receive payment and performance in full of all amounts due or to become due to such Senior Junior Lender before any applicable Subordinate Junior Lender is entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of any Junior Borrower being subordinated to the payment of the applicable Senior Junior Loans) on account of any applicable Subordinate Junior Loan (other than payments with respect to any applicable Subordinate Junior Lender’s Separate Collateral permitted pursuant to this Agreement). All payments or distributions upon or with respect to a Junior Loan which are received by a Junior Lender contrary to the provisions of this Agreement shall be received by such Junior Lender in trust for the benefit of Senior Lender and such Junior Lender’s Senior Junior Lenders to the extent payable to Senior Lender or such Senior Junior Lenders and shall be paid within two (2) Business Days of receipt thereof over first to Senior Lender to the extent then payable to Senior Lender and then to such Senior Junior Lenders (in order of priority) in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance first of the Senior Loan Liabilities in accordance with the terms of the Senior Loan Documents and then for, the payment or performance of the applicable Senior Junior Loan Liabilities in accordance with the terms of the Senior Junior Loan Documents. Nothing contained herein shall prohibit a Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of its Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time.

(c) Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Sections 10(a) and (b), provided that (x) after giving effect to each Junior Lender’s cure rights pursuant to Section 12 hereof, no Event of Default shall exist and be continuing under the Senior Loan Documents or the applicable Senior Junior Loan Documents, or Junior Lender shall be pursuing its rights with respect to an Extended Non-Monetary Cure Period in accordance with and subject to the terms and conditions set forth

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in Section 12 of this Agreement with respect thereto and (y) the maturity date of the Senior Loan and the applicable Senior Junior Loan (in each case, as the same may be extended) has not occurred or been accelerated (unless following any such acceleration the Senior Loan and/or the applicable Senior Junior Loan was reinstated and no Event of Default exists thereunder):

(i) a Junior Lender may accept and retain current and delinquent payments due and payable from time to time which the applicable Junior Borrower is obligated to pay to such Junior Lender, or prepayments permitted to be made by such Junior Borrower, in either case in accordance with the terms and conditions of the applicable Junior Loan Documents. If funds are distributed to a Junior Lender in accordance with the Senior Loan Documents or any Senior Junior Loan Documents, Senior Lender and the applicable Senior Junior Lender(s) agree that, absent clear evidence of error, such distributions shall be deemed to have been properly paid to such Junior Lender and may be accepted and retained by such Junior Lender;

(ii) a Junior Lender may accept and retain amounts received in connection with the exercise of its rights and remedies with respect to the Separate Collateral (or, subject to the terms of Section 6(b) hereof, any Guaranty Claim) in accordance with this Agreement; and

(iii) a Junior Lender may accept and retain prepayments of its respective Junior Loan, together with any prepayment fee payable pursuant to such Junior Loan Documents, from funds other than those funds held under the Senior Loan Documents or under any applicable Senior Junior Loan Documents.

(d) Subject to the terms and provisions of Section 6 hereof, a Junior Lender may, in its sole and absolute discretion without Senior Lender’s or any Senior Junior Lender’s consent, take any Equity Collateral Enforcement Action or Separate Collateral Enforcement Action; provided, however, (i) such Junior Lender shall (y) prior to commencing any Equity Collateral Enforcement Action, give the Senior Lender and the applicable Senior Junior Lenders written notice of the default which would permit such Junior Lender to commence such Equity Collateral Enforcement Action, and (z) provide Senior Lender and the applicable Senior Junior Lenders with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Equity Collateral Enforcement Action, (ii) such Junior Lender shall keep the Senior Lender and the applicable Senior Junior Lenders reasonably apprised as to the status of any Equity Collateral Enforcement Action and (iii) if and to the extent that a Qualified Transferee acquires all of the ownership interests in an applicable Junior Borrower pursuant to an Equity Collateral Enforcement Action in accordance with the terms of this Agreement, then upon, from and after the vesting of title thereto, such Junior Lender’s rights pursuant to Section 12 and Section 14 and the obligations of Senior Lender and the applicable Senior Junior Lenders pursuant to Section 12 and Section 14 with respect to such Junior Lender shall be null and void and of no further force and effect and every other provision in this Agreement which references such Sections, rights or obligations shall thereafter be read as if such reference, right or obligation were not contained or specified therein with respect to such Junior Lender. Nothing in this Agreement is intended to create and this Agreement does not create any security interest by

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any Junior Lender in favor of Senior Lender and any Senior Junior Lenders and shall not constitute a guarantee by any Junior Lender of its respective Junior Borrower’s obligations under the applicable Junior Loan Documents.

(e) In the event of a casualty to the buildings or improvements constructed on any portion of the any of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of any of the Premises, the buildings or improvements thereon, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event after deducting the costs of collection (the “Award”), provided that if the amount of the Award is in excess of the release consideration due the Senior Lender under the Senior Loan Documents, and no Event of Default then exists under the Senior Loan (or either the Senior Loan has been paid in full or Senior Borrower is entitled to a remittance of same under the Senior Loan Documents other than in connection with the restoration of the Premises), such excess Award or portion to be so remitted shall be applied, to the extent permitted under the Senior Loan Documents, as follows: (i) first, to the First Mezzanine Lender in the amount of the release consideration due the First Mezzanine Lender under the First Mezzanine Loan Documents, (ii) second, to the Second Mezzanine Lender in the amount of the release consideration due the Second Mezzanine Lender under the Second Mezzanine Loan Documents, (iii) third, to the Third Mezzanine Lender in the amount of the release consideration due the Third Mezzanine Lender under the Third Mezzanine Loan Documents, (iv) fourth, to the Fourth Mezzanine Lender in the amount of the release consideration due the Fourth Mezzanine Lender under the Fourth Mezzanine Loan Documents, (v) fifth, to the Fifth Mezzanine Lender in the amount of the release consideration due the Fifth Mezzanine Lender under the Fifth Mezzanine Loan Documents, (vi) sixth, to the Sixth Mezzanine Lender in the amount of the release consideration due the Sixth Mezzanine Lender under the Sixth Mezzanine Loan Documents, (vii) seventh, to the Seventh Mezzanine Lender in the amount of the release consideration due the Seventh Mezzanine Lender under the Seventh Mezzanine Loan Documents, (viii) eighth, to the Eighth Mezzanine Lender in the amount of the release consideration due the Eighth Mezzanine Lender under the Eighth Mezzanine Loan Documents, (ix) ninth, to the Ninth Mezzanine Lender in the amount of the release consideration due the Ninth Mezzanine Lender under the Ninth Mezzanine Loan Documents and (xi) tenth, to the Ninth Mezzanine Borrower. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all parties making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Awards in any such event to Senior Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises or any portion thereof in accordance with the terms and provisions of the Senior Loan Documents. Awards made available to Senior Borrower for the repair or restoration of the Premises or any portion thereof shall not be subject to attachment by any Junior Lender, but this sentence is not intended to otherwise affect any lien, if any, that a Junior Lender may have upon such proceeds. Senior Lender shall use reasonable efforts to promptly (x) notify each Junior Lender of any requests by Senior Borrower for the release of any Award and (y) provide each Junior Lender with any documentation delivered by Senior Borrower to Senior Lender with respect to any such request by Senior Borrower for the release of any Award. Senior Lender shall, at the request of a Junior Lender, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under any insurance policies.

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(f) With respect to any insurance policies (collectively, the “Policies”) for the Premises for which a Junior Lender and/or its Affiliate are identified as “named insureds” or “additional insureds”, until such time as the Senior Loan has been paid in full, each Junior Lender acknowledges and agrees that no Junior Lender nor any of its Affiliates shall have any right whatsoever to (i) contest or challenge (in their capacity as named insureds) any such settlement or adjustment approved by Senior Lender, (ii) disapprove any settlement or adjustment of any claim or any distribution of proceeds under the Policies approved by Senior Lender, or (iii) be issued checks, drafts or wires (jointly or otherwise) representing proceeds of the Policies. Nothing contained in this subparagraph (f) is meant to limit any rights that a Junior Lender has under its respective Junior Loan Documents to approve of any action taken by the applicable Junior Borrower. Senior Lender shall, at a Junior Lender’s request, advise such Junior Lender from time to time as to the status of any settlement or adjustment of any claim or any distribution of proceeds under the Policies.

Section 11. Rights of Subrogation; Bankruptcy.

(a) Marshalling of Assets and Information. Each Junior Lender and Senior Lender hereby waives any equitable right or requirement it may have for marshalling of assets hereunder, under law, in equity or otherwise or the right to assert that an election of remedies has occurred in connection with any foreclosure of any security interest or any other realization upon collateral in respect of the Senior Loan Documents or the Junior Loan Documents, the right to require the separate sales of any portion of the Premises or any other Senior Loan Collateral or to require that Senior Lender exhaust its remedies against any portion of the Premises or any other collateral for the Senior Loan, as applicable, or any exercise of any rights of set-off or otherwise. Each of the Junior Lenders and Senior Lender assumes all responsibility for keeping itself informed as to the condition (financial or otherwise) of Senior Borrower, each Junior Borrower, the condition of the Premises and all other collateral and other circumstances and, except for notices expressly required by this Agreement, neither Senior Lender nor any Junior Lender shall have any duty whatsoever to obtain, advise or deliver information or documents to the others relative to such condition, business, assets and/or operations.

(b) Fiduciary Duties. Each Junior Lender agrees that Senior Lender owes no fiduciary duty to any Junior Lender in connection with the administration of the Senior Loan and the Senior Loan Documents and each Junior Lender agrees not to assert any such claim. Senior Lender agrees that none of the Junior Lenders owes any fiduciary duty to Senior Lender in connection with the administration of the Junior Loans and the Junior Loan Documents and Senior Lender agrees not to assert any such claim. Each Junior Lender agrees that no Junior Lender owes any fiduciary duty to any other Junior Lenders in connection with the administration of a Junior Loan and the related Junior Loan Documents and each Junior Lender agrees not to assert any such claim.

(c) Payments, Distributions and Protective Advances. No payment or distribution to Senior Lender pursuant to the provisions of this Agreement and no Protective

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Advance by a Junior Lender and no other action taken by a Junior Lender to cure any default under the Senior Loan Documents shall entitle such Junior Lender to exercise any right of subrogation in respect thereof or provide such Junior Lender with any claim against Senior Borrower, in each case, prior to the payment in full of the Senior Loan Liabilities, and each of the Junior Lenders agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby. No payment or distribution to any Senior Junior Lender pursuant to the provisions of this Agreement and no Protective Advance by a Junior Lender and no other action taken by a Junior Lender to cure any default under any Senior Junior Loan Documents shall entitle such Junior Lender to exercise any right of subrogation in respect thereof prior to the payment in full of all Senior Junior Loan Liabilities, and each Junior Lender agrees that, except with respect to the enforcement of its remedies under the Junior Loan Documents related to the Junior Loan held by such Junior Lender permitted hereunder, prior to the satisfaction of all Senior Junior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises, the Separate Collateral of any Senior Junior Lender or any other collateral now securing the Senior Loan or any Senior Junior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any Senior Junior Loan or the Senior Loan Documents or the liens, rights, estates and interests created thereby.

(d) Bankruptcy. (i) Subject to Section 31 of this Agreement, the provisions of this Agreement shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against or involving Senior Borrower, any Junior Borrower or any SPE Constituent Entity under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors or any assignment by Senior Borrower or any Junior Borrower for the benefit of creditors (a “Proceeding”).

(ii) For as long as the Senior Loan shall remain outstanding, none of the Junior Lenders shall solicit, direct or cause Senior Borrower or any other entity which Controls Senior Borrower (the “Borrower Group”) or any other Person to: (1) commence any Proceeding against Senior Borrower or any SPE Constituent Entity; (2) institute proceedings to have Senior Borrower or any SPE Constituent Entity adjudicated a bankrupt or insolvent; (3) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Senior Borrower or any SPE Constituent Entity; (4) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Senior Borrower or any SPE Constituent Entity; (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Senior Borrower or any SPE Constituent Entity or a substantial portion of any of its respective property, including without limitation, the Premises, or any portion thereof, and any other collateral securing the Senior Loan, or any portion thereof; (6) make an assignment for the benefit of any creditor of Senior

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Borrower or any SPE Constituent Entity; (7) seek to consolidate the Premises or any other assets of Senior Borrower or any SPE Constituent Entity with the assets of any Junior Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; (8) seek to consolidate Senior Borrower with any Junior Borrower or any member of Borrower Group; or (9) take any action in furtherance of any of the foregoing. The terms and provisions of this Section 11(d) apply to each Junior Lender solely in its respective capacity as a Junior Lender. If any Junior Lender commences an Equity Collateral Enforcement Action against any Junior Borrower, and pursuant to such Equity Collateral Enforcement Action, such Junior Lender takes title to the Equity Collateral of such Junior Borrower, from and after the date title to such Equity Collateral is vested in such Junior Lender (as applicable), such Junior Lender shall be bound by the terms and provisions of the respective organizational documents of such Junior Borrower regarding bankruptcy and all matters requiring the vote of the independent directors/managers/members of such Junior Borrower. Subject to the limitations set forth herein, each Junior Lender will have the right to appear in such Proceeding to protect its interest in the relevant Equity Collateral, in the Junior Lender’s capacity as pledgee of the Equity Collateral.

(iii) In the event that a Junior Lender is deemed to be a creditor of Senior Borrower in any Proceeding: (1) each such Junior Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against Senior Borrower or any SPE Constituent Entity without the prior consent of Senior Lender, except to the extent necessary to preserve or realize upon such Junior Lender’s interest in any Separate Collateral pledged to such Junior Lender pursuant to the Junior Loan Documents related to the Junior Loan held by such Junior Lender; provided, however, that any such filing shall not be as a creditor of the Senior Borrower; (2) Senior Lender may vote in any such Proceeding any and all claims of such Junior Lender, and each of the Junior Lenders hereby appoints the Senior Lender as its agent, and grants to the Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to such Junior Lender in connection with any case by or against Senior Borrower or any SPE Constituent Entity in any Proceeding, including without limitation, the right to file and/or prosecute any claims, to vote to accept or reject a plan or to make any election under Section 1111(b) of the Bankruptcy Code, provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, Senior Lender may vote on behalf of such Junior Lender only if the proposed plan would result in Senior Lender being “impaired” (as such term is defined in the Bankruptcy Code); and (3) no Junior Lender shall challenge the validity or amount of any claim submitted in such Proceeding by Senior Lender in good faith or any valuations of the Premises, or any portion thereof, or other Senior Loan collateral submitted by Senior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to Senior Lender’s enforcement of its claim or receipt of adequate protection (as that term is defined in the Bankruptcy Code); provided, however that no such valuations submitted in such Proceeding by Senior Lender shall be binding upon any Junior Lender in any Proceeding concerning

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any other Person, including, without limitation, any Junior Borrower, any member of the Junior Borrower Group, or any Affiliate thereof and not involving Senior Borrower. Senior Lender shall not have the rights provided in this Section 11(d)(iii) if Senior Lender is an Affiliate of Senior Borrower.

(iv) For as long as any applicable Senior Junior Loan with respect to a Junior Lender shall remain outstanding, such Junior Lender shall not, and shall not solicit any Person to, and shall not direct or cause the Junior Borrower under the Junior Loan held by such Junior Lender to direct or cause such Junior Borrower or any entity which Controls such Junior Borrower (as applicable, the “Junior Borrower Group”) to: (1) commence any Proceeding against any applicable Senior Junior Borrower; (2) institute proceedings to have any applicable Senior Junior Borrower adjudicated a bankrupt or insolvent; (3) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against any applicable Senior Junior Borrower; (4) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of any applicable Senior Junior Borrower; (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for any applicable Senior Junior Borrower, Separate Collateral for any applicable Senior Junior Loan (or any portion thereof) or any other collateral securing any applicable Senior Junior Loan (or any portion thereof); (6) make an assignment for the benefit of any creditor of any applicable Senior Junior Borrower; (7) seek to consolidate the Separate Collateral for any applicable Senior Junior Loan (or any portion thereof) or any other assets of any applicable Senior Junior Borrower with the assets of the Junior Borrower under the Junior Loan held by such Junior Lender or any member of the applicable Junior Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; (8) seek to consolidate any applicable Senior Junior Borrower with any Subordinate Junior Borrower or any member of Junior Borrower Group for a Subordinate Junior Borrower; or (9) take any action in furtherance of any of the foregoing.

(v) In the event that a Junior Lender is deemed to be a creditor of any Senior Junior Borrower in any Proceeding: (1) such Junior Lender hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any Proceeding by or against any such Senior Junior Borrower without the prior consent of the applicable Senior Junior Lenders, except to the extent necessary to preserve or realize upon its interest in the Equity Collateral; provided, however, that any such filing shall not be as a creditor of any Junior Borrower; (2) the applicable Senior Junior Lenders in their respective order of priority may vote in any such Proceeding any and all claims of such Junior Lender, and such Junior Lender hereby appoints the applicable Senior Junior Lenders in their respective order of priority as its agent, and grants to the applicable Senior Junior Lenders in their respective order of priority an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the applicable Senior Junior Lenders in connection with any case by or against the applicable Senior Junior Borrowers in any Proceeding, including without limitation, the right to file and/or

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prosecute any claims, to vote to accept or reject a plan or to make any election under Section 1111(b) of the Bankruptcy Code, provided, however, that with respect to any proposed plan of reorganization in respect of which creditors are voting, the applicable Senior Junior Lenders in their respective order of priority may vote on behalf of such Junior Lender only if the proposed plan would result in such applicable Senior Junior Lender being “impaired” (as such term is defined in the Bankruptcy Code); and (3) such Junior Lender shall not challenge the validity or amount of any claim submitted in such Proceeding by any Senior Junior Lender in good faith or any valuations of the Separate Collateral for any such Senior Junior Lender’s Senior Junior Loan or other collateral for such Senior Junior Loan submitted by such applicable Senior Junior Lender in good faith, in such Proceeding or take any other action in such Proceeding, which is adverse to enforcement by any applicable Senior Junior Lender of its claim or receipt of adequate protection (as that term is defined in the Bankruptcy Code); provided, however that no such valuations submitted in such Proceeding by any Senior Junior Lender shall be binding upon any Junior Lender in any Proceeding concerning any other Person, including, without limitation, any Junior Borrower, any member of the Junior Borrower Group, or any Affiliate thereof. No Senior Junior Lender shall have the rights provided in this Section 11(d)(v) if such Senior Junior Lender is an Affiliate of the Junior Borrower or a party to such Senior Junior Lender’s Loan.

(vi) The terms and provisions of this Section 11(d) apply to each Junior Lender solely in its capacity as a Junior Lender; provided, that upon any such Junior Lender’s foreclosure or other realization upon its Equity Collateral, the provisions of the Senior Loan Documents and the applicable Senior Junior Loan Documents prohibiting a Proceeding by or against Senior Borrower and any applicable Senior Junior Borrower shall continue to remain applicable from and after any such foreclosure or other realization with respect to such Equity Collateral.

Section 12. Rights of Cure.

(a) Senior Loan Default. Prior to Senior Lender commencing any Enforcement Action under the Senior Loan Documents, Senior Lender shall provide written notice of the default triggering the Enforcement Action to each Junior Lender and any Loan Pledgee entitled to notice thereof pursuant to Section 16 of this Agreement, whether or not Senior Lender is obligated to give notice thereof to Senior Borrower (each, a “Senior Loan Default Notice”). In the event Senior Lender has delivered a Senior Loan Default Notice pursuant to Sections 12(a)(i) or (ii) below regarding an Event of Default which has not been cured by a Junior Lender, Senior Lender shall provide the Junior Lenders with copies of any and all material notices relating to the Event of Default(s) cited in the Senior Loan Default Notice, including pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action, and otherwise keep the Junior Lenders reasonably apprised as to the current status of any Enforcement Action. Prior to or concurrently with undertaking any curative action with respect to the Senior Loan, a Junior Lender shall provide the other Junior Lenders with written notice thereof. Senior Lender shall permit the Junior Lenders and any Loan Pledgee an opportunity to cure such default in accordance with the following terms:

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(i) Monetary Default. If the default identified in the Senior Loan Default Notice is a monetary default relating to any scheduled payment of principal or interest or the payment of any other liquidated sum of money, Junior Lenders shall have (1) in the case of any Junior Lender that is an Affiliate Lender, until five (5) Business Days after the later of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice and (b) expiration of the Senior Borrower’s cure period, if any, to cure such monetary default or (2) in all other cases, until ten (10) Business Days after the later of (a) the receipt (or deemed receipt) of the Senior Loan Default Notice and (b) expiration of the Senior Borrower’s cure period, if any, to cure such monetary default (the periods for effecting any such monetary cure set forth in the preceding subclauses (1) or (2), as applicable, a “Monetary Cure Period”); provided, however, that in the event a Junior Lender elects to cure such monetary default, such Junior Lender hereby agrees (x) to indemnify, defend and hold harmless Senior Lender for all costs, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any pooling and/or servicing agreement applicable to the Senior Loan to the extent imposed on, incurred by or asserted against Senior Lender due to or arising from such Monetary Cure Period, (y) without duplication of the foregoing, to reimburse Senior Lender for any interest charged by Senior Lender or the servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances during the Monetary Cure Period arising under the applicable pooling and/or servicing agreement, and (z) if the monetary default is not cured within the Monetary Cure Period but is thereafter cured by a Junior Lender, to pay Senior Lender the excess of interest accruing at the Default Rate (as defined in the Senior Loan Agreement) (without duplication) over interest accruing at the Applicable Interest Rate (as defined in the Senior Loan Agreement) under the Senior Loan for the number of days beyond the expiration of such Monetary Cure Period that the default to which such Monetary Cure Period (as applicable) related continued uncured, less any amounts paid by such Junior Lender under (y) above (provided, however, that if such Junior Lender is an Affiliate Lender, then such Affiliate Lender shall, in all cases regardless of when the monetary default is cured, be obligated to pay interest at the Default Rate under (and as defined in) and any late charges under the Senior Loan Documents). A Junior Lender (except if such Junior Lender is an Affiliate Lender) shall not be required, in order to effect a cure hereunder during the Monetary Cure Period, to pay any late charges or (other than the cure by a Junior Lender of a default in the payment of the Senior Loan in full on the maturity date thereof) any interest at the Default Rate under (and as defined in) the Senior Loan Documents (irrespective of any cure of such default by a Junior Lender pursuant to the provisions of this Agreement), and no late charges or interest at the Default Rate shall accrue against such Junior Lender for such period. There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Junior Lender has cured such monetary default) unless such Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Junior Lender’s Equity Collateral, in which case such Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the occurrence of any voluntary or involuntary Proceeding involving Senior Borrower

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(such additional monetary cure period, an “Extended Monetary Cure Period”). In the event more than one Junior Lender cures any monetary default in accordance with the terms of this Section, Senior Lender hereby agrees (x) to accept the cure from the junior most Junior Lender and (y) to return funds tendered by Senior Junior Lender(s) to such Senior Junior Lender(s) within three (3) Business Days of accepting such cure from the junior most Junior Lender. The cure period for a Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if one Junior Lender has satisfied the conditions for an Extended Monetary Cure Period with respect to defaults involving monthly scheduled interest and principal payments as set forth above and thereafter ceases to qualify for such Extended Monetary Cure Period (either by failing to make cure payments or failing to diligently pursue its rights against its Equity Collateral) then (A) such Junior Lender’s cure rights with respect to all monetary defaults shall immediately terminate (unless Senior Borrower shall have cured all defaults and reinstated the Senior Loan in good standing) and (B) notwithstanding any of the other Junior Lender’s earlier election not to cure the defaults involving monthly scheduled interest and principal payments, such other Junior Lenders shall be entitled to succeed to all rights under the existing Extended Monetary Cure Period, upon written notice to the Senior Lender, so long as such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral, makes all cure payments and otherwise satisfies the provisions of this Section 12. If the default referenced in a Senior Loan Default Notice has been cured such that there is no longer an Event of Default under the Senior Loan Documents, the Junior Lenders shall have the same Monetary Cure Period (determined consistently with subclauses (1) and (2) of the first sentence of this subparagraph (i)) with respect to any future Senior Loan Default Notice.

(ii) Non-Monetary Default. If the default is of a non-monetary nature (for so long as such non-monetary default is not caused by a Proceeding of or involving Senior Borrower or during such Non-Monetary Cure Period a Proceeding of or involving Senior Borrower does not occur), each Junior Lender shall have until the later of (a) ten (10) Business Days from the receipt (or deemed receipt) of the Senior Loan Default Notice and (b) the expiration of the Senior Borrower’s cure period to cure such non-monetary default (a “Non-Monetary Cure Period”); provided, however, if such non-monetary default cannot reasonably be cured within such period or if no cure period is provided and, if applicable, curative action was commenced by such Junior Lender within the Non-Monetary Cure Period and, if there is a cure period, is being diligently pursued by a Junior Lender (or with respect to a non-monetary default that is not susceptible of cure, if a Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), then such Junior Lender only shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of any such non-monetary default as described above that is not susceptible of cure, then such Junior Lender shall be given an additional period of time as is reasonably necessary for such Junior Lender in the exercise of due diligence to complete such foreclosure), for so long as (1) such Junior

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Lender diligently and expeditiously proceeds to cure such non-monetary default (or with respect to a non-monetary default that is not susceptible of cure, if such Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender), (2) timely payment of Senior Lender’s regularly scheduled monthly interest and amortization payments under the Senior Loan and any other amounts due under the Senior Loan Documents is made, (3) such additional period of time does not exceed sixty (60) days, unless such non-monetary default is of a nature that cannot be cured within such sixty (60) days without ownership of such Junior Lender’s Equity Collateral or is not susceptible to cure, in which case such Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and, if applicable, after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, and such non-monetary default does not materially impair the value, use or operation of the Premises, all as determined in the reasonable judgment of Senior Lender, (4) such non-monetary default is not caused by a Proceeding of or involving Senior Borrower or during such Non-Monetary Cure Period a Proceeding of or involving Senior Borrower does not occur, and (5) during such Non-Monetary Cure Period, with respect to such non-monetary default (and any additional period of time provided for above), there is no further material adverse effect on Senior Borrower, the Senior Loan or the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender (such additional Non-Monetary Cure Period, an “Extended Non-Monetary Cure Period”). Notwithstanding anything to the contrary contained herein, in no event shall any Extended Non-Monetary Cure Period extend beyond the date that is five (5) years prior to the Rated Final Distribution Date. If a Junior Lender is exercising its cure right, it shall consult with the applicable Senior Junior Lenders and keep such Senior Junior Lenders informed as to its progress. The Non-Monetary Cure Period and any additional cure period granted hereunder to a Junior Lender electing to cure a non-monetary default of Senior Borrower (including, with respect to a non-monetary default that is not susceptible of cure, any additional time as is reasonably necessary for a Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the commencement of a Proceeding involving the Senior Borrower, unless the Proceeding is dismissed in which case the right will be deemed reinstated from and after such dismissal to the extent the other conditions of this Section 12(a) are satisfied. Notwithstanding the foregoing, if a Junior Lender abandons its cure efforts during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period or fails to satisfy any of the conditions set forth in clauses (1), (2), (3), (4) and (5) above during a Non-Monetary Cure Period or Extended Non-Monetary Cure Period, then (A) such Junior Lender’s cure rights with respect to the applicable non-monetary default (but not any other non-monetary default) shall immediately terminate and (B) notwithstanding any other Junior Lenders’ earlier election not to cure the applicable non-monetary default, such other Junior Lenders shall be entitled to succeed to all rights under the existing Non-Monetary Cure Period or Extended Non-Monetary Cure

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Period, upon written notice to the Senior Lender, so long as any such other Junior Lender promptly commences and thereafter diligently pursues its rights against its Separate Collateral and the conditions set forth in clauses (1), (2), (3), (4) and (5) above are satisfied.

(iii) To the extent that any Junior Lender or any Qualified Transferee, in accordance with the provisions and conditions of this Agreement, acquires the ownership interests in Senior Borrower or any Senior Junior Borrower, as applicable, pursuant to a Separate Collateral Enforcement Action, such Junior Lender or such Qualified Transferee shall acquire the same subject to the Senior Loan and the Senior Junior Loans senior to the Junior Loan of such Junior Lender, as applicable, and the terms, conditions and provisions of the Senior Loan Documents and such Senior Junior Loan Documents, as applicable, for the balance of the term thereof (including any extension rights as provided therein), which shall not be accelerated by Senior Lender or any Senior Junior Lender solely due to such acquisition and shall remain in full force and effect, provided, that (i) such Junior Lender or Qualified Transferee shall have caused Senior Borrower and the applicable Senior Junior Borrower and any new Third-Party Obligor to reaffirm their respective obligations under the Senior Loan Documents and the Senior Junior Loan Documents, as applicable, in writing (subject to such exculpatory provisions as are set forth therein), and thereafter to perform, all of the terms, conditions and provisions of the Senior Loan Documents and the Senior Junior Loan Documents, as applicable, on Senior Borrower’s or the applicable Senior Junior Borrower’s part to be performed and (ii) all defaults under the Senior Loan and all Senior Junior Loans which remain uncured as of the date of such acquisition have been cured by such Qualified Transferee or waived by Senior Lender and the applicable Senior Junior Lender(s) except for defaults that are not susceptible of being cured by such Qualified Transferee; provided, that such defaults which are not susceptible of being cured (A) do not materially impair the value, use or operation of the Premises taken as a whole, all as determined in the reasonable judgment of Senior Lender, and (B) do not materially impair the value of the applicable Senior Junior Lender’s Equity Collateral, as determined in the reasonable judgment of each such Senior Junior Lender. Notwithstanding any contrary or inconsistent provision of this Agreement, the Senior Loan Documents or the Junior Loan Documents, no acquisition or other fee or similar charge shall be due in connection with such Junior Lender’s or such other Qualified Transferee’s acquisition of any interest in Senior Borrower, any Junior Borrower or the Premises as the result of an Equity Collateral Enforcement Action or assignment in lieu of foreclosure or other negotiated settlement in lieu of any of the foregoing (except in connection with any such acquisition by an Affiliate Lender). In addition, to the extent that a Junior Lender or any Qualified Transferee, in accordance with the provisions and conditions of this Agreement, acquires the ownership interests in such Senior Borrower or a Senior Junior Borrower pursuant to an Enforcement Action or otherwise during the sixty (60) days prior to the maturity date (or any extended maturity date, as applicable) of the Senior Loan or a Senior Junior Loan, as applicable, such Junior Lender, or such Qualified Transferee shall only be required to deliver a notice of its election to extend the term of such Senior Loan or Senior Junior Loan, as applicable, five (5) Business Days prior to the maturity date notwithstanding anything to the contrary in the Senior Loan Agreement or the related Senior Junior Loan Agreement, as applicable.

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(b) Junior Loan Default. Prior to accelerating a Junior Loan or commencing any Equity Collateral Enforcement Action by reason of an Event of Default under the applicable Junior Loan Documents, the Junior Lender holding the Junior Loan that is subject to an Event of Default shall provide written notice of the default which would permit such Junior Lender to accelerate the applicable Junior Loan or commence an Equity Collateral Enforcement Action to the applicable Subordinate Junior Lenders and any Loan Pledgees entitled to notice thereof pursuant to Section 16 of this Agreement, whether or not such Junior Lender is obligated to give notice thereof to the Junior Borrower under such Junior Loan (each, a “Junior Loan Default Notice”). Except in connection with such Junior Borrower’s failure to repay such Junior Loan in full on the maturity date thereof, the Junior Lender holding the Junior Loan that is subject to an Event of Default shall permit the applicable Subordinate Junior Lenders an opportunity to cure such default in accordance with the provisions of this Section 12. In the event a Junior Borrower fails to repay a Junior Loan in full on the maturity date thereof, each of the Subordinate Junior Lenders with respect to such Junior Loan shall have the right to purchase such Junior Loan pursuant to the terms, and subject to the conditions, provided in Section 14(b). Prior to or concurrently with undertaking any curative action with respect to a Junior Loan, a Junior Lender shall provide the other Junior Lenders with written notice thereof. Each Junior Lender shall keep all Subordinate Junior Lenders reasonably apprised as to the status of any Equity Collateral Enforcement Action.

(i) Junior Loan Monetary Default. If the default identified in the Junior Loan Default Notice is a monetary default relating to any scheduled payment of principal or interest or the payment of any other liquidated sum of money, the Subordinate Junior Lenders shall have (1) in the case of any Subordinate Junior Lender that is an Affiliate Lender, until five (5) Business Days after the later of (a) the receipt (or deemed receipt) by the applicable Subordinate Junior Lenders of the Junior Loan Default Notice and (b) expiration of the applicable Senior Junior Borrower’s Notice cure period, if any, to cure such monetary default or (2) in all other cases, until ten (10) Business Days after the later of (a) the receipt (or deemed receipt) by the applicable Subordinate Junior Lenders of the Junior Loan Default Notice and (b) expiration of the applicable Senior Junior Borrower’s Notice cure period, if any, to cure such monetary default (the periods for effecting any such monetary cure set forth in the preceding subclauses (1) or (2), as applicable, a “Junior Loan Monetary Cure Period”); provided, however, that in the event a Subordinate Junior Lender elects to cure such monetary default, such Subordinate Junior Lender hereby agrees (x) to indemnify, defend and hold harmless the applicable Senior Junior Lender for all cost, expenses, losses, liabilities, obligations, damages, penalties, and disbursements arising under any servicing agreement applicable to the Senior Junior Loan to the extent imposed on, incurred by or asserted against Senior Junior Lender due to or arising from such Junior Loan Monetary Cure Period, (y) without duplication, to reimburse the applicable Senior Junior Lender for any interest charged by the applicable Senior Junior Lender or the servicer on any advances for monthly payments of principal and/or interest on the applicable Senior Junior Loan and/or on any Protective Advances during the Junior Loan Monetary Cure Period arising under the applicable servicing agreement, and (z) if

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the monetary default is not cured within the Junior Loan Monetary Cure Period but is thereafter cured by a Subordinate Junior Lender, to pay the applicable Senior Junior Lender the excess of interest accruing at the Default Rate (as defined in the applicable Senior Junior Loan Agreement) (without duplication) over interest accruing at the Applicable Interest Rate (as defined in the applicable Senior Junior Loan Agreement) under the applicable Senior Junior Loan for the number of days beyond the expiration of such Junior Loan Monetary Cure Period (as applicable) that the default to which such Junior Loan Monetary Cure Period related continued uncured, less any amounts paid by such Subordinate Junior Lender under (y) above (provided, however, that if such Subordinate Junior Lender is an Affiliate Lender, then such Affiliate Lender shall, in all cases regardless of when the monetary default is cured, be obligated to pay interest at the Default Rate under (and as defined in) and any late charges under the Senior Junior Loan Documents). A Subordinate Junior Lender (except if such Subordinate Junior Lender is an Affiliate Lender) shall not be required, in order to effect a cure hereunder during a Junior Loan Monetary Cure Period, to pay any late charges or (other than the cure by a Subordinate Junior Lender of a default in the payment of the applicable Senior Junior Loan(s) in full on the maturity date thereof) any interest at the Default Rate under (and as defined in) the applicable Senior Junior Loan Documents (irrespective of any cure of such default by a Subordinate Junior Lender pursuant to the provisions of this Agreement), and no late charges or interest at the Default Rate shall accrue against such Subordinate Junior Lender for such period. There shall be no right to cure as hereinabove set forth with respect to monthly scheduled interest and principal payments for a period of more than six (6) consecutive months (regardless of which Subordinate Junior Lender has cured such monetary default) unless such Subordinate Junior Lender seeking to cure beyond such six (6) month period has commenced and is continuing to diligently pursue its rights against such Subordinate Junior Lender’s Equity Collateral and, if applicable, after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, in which case such Subordinate Junior Lender shall be entitled to continue curing such monetary defaults involving monthly scheduled interest and principal payments until the occurrence of any voluntary or involuntary Proceeding involving the applicable Junior Borrower (such additional monetary cure period, a “Junior Loan Extended Monetary Cure Period”). In the event more than one Subordinate Junior Lender cures any monetary default in accordance with the terms of this Section, the applicable Senior Junior Lender hereby agrees (x) to accept the cure from the junior most Subordinate Junior Lender and (y) to return to any Senior Subordinate Junior Lender(s) within three (3) Business Days of accepting such cure from the junior most Subordinate Junior Lender any funds tendered by the Senior Subordinate Junior Lender(s). The cure period for a Subordinate Junior Lender with respect to a monetary default shall run concurrently with the cure period for the other Subordinate Junior Lenders with respect to such monetary default and in no event sequentially. Notwithstanding the foregoing, if a Subordinate Junior Lender elects to pursue such cure of defaults involving monthly scheduled debt service payments as set forth above and thereafter either fails to make the required cure payments or fails to diligently pursue its rights against such Subordinate Junior Lender’s Equity Collateral, then notwithstanding the earlier election of the remaining Subordinate Junior Lenders not to cure the defaults involving monthly

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scheduled debt service payments, such other Subordinate Junior Lenders shall be entitled to succeed to all such cure rights, upon written notice to the Senior Junior Lender that is the holder of the Senior Junior Loan that is subject to the Event of Default, so long as such remaining Subordinate Junior Lender promptly commences and thereafter diligently pursues its rights against its Equity Collateral and otherwise satisfies the provisions of this Section 12(b)(i). If the default referenced in a Junior Loan Default Notice has been cured such that there is no longer an Event of Default under the applicable Junior Loan Documents, the applicable Subordinate Junior Lenders shall have the same Junior Loan Monetary Cure Period (determined consistently with subclauses (1) and (2) of the first sentence of this subparagraph (i)) with respect to any future Junior Loan Default Notice. In the event that the Senior Loan and one or more Senior Junior Loans are concurrently in default, a Subordinate Junior Lender shall have no right to exercise its cure rights with respect to the Senior Loan under Section 12(a)(i) or (ii) or the Senior Junior Loan(s) under this Section 12(b)(i) or Section 12(b)(ii) below unless such Subordinate Junior Lender is simultaneously exercising its cure rights with respect to the Senior Loan under Sections 12(a)(i) and/or (ii) (to the extent that such Subordinate Junior Lender is permitted to exercise such cure rights under Sections 12(a)(i) and/or (ii)) and with respect to each such Senior Junior Loan(s) under this Section 12(b)(i) above or Section 12(b)(ii) below (to the extent that such Subordinate Junior Lender is permitted to exercise such cure rights under Sections 12(b)(i) and/or (ii)).

(ii) Junior Loan Non-Monetary Default. If the default identified in the Junior Loan Default Notice is of a non-monetary nature, (aa) the applicable Subordinate Junior Lender having the lowest priority shall have fifteen (15) Business Days from the later of (A) the receipt by it of a Junior Loan Default Notice and (B) the expiration of the applicable Senior Junior Borrower’s cure period for such non-monetary default provided in the applicable Senior Junior Loan Documents, to cure such non-monetary default (such period, the “Initial Junior Loan Non-Monetary Cure Period”); and (bb) if the applicable Subordinate Junior Lender having the lowest priority elects not to cure such non-monetary default prior to the expiration of the Initial Junior Loan Non-Monetary Cure Period, the other remaining Subordinate Junior Lenders shall have the right to cure such non-monetary default within five (5) additional Business Days after such Subordinate Junior Lender receives notice that the next most junior Subordinate Junior Lender failed to cure such non-monetary default (the Initial Junior Loan Non-Monetary Cure Period or such additional cure period, as applicable, the “Junior Loan Non-Monetary Cure Period”); provided, that (1) except as provided in the immediately following clause (2), in no event shall the Junior Loan Non-Monetary Cure Period extend beyond the date that is the later of (A) five (5) Business Days after the Subordinate Junior Lender with the highest priority with respect to the Senior Junior Loan that is subject to a default has received notice that the Subordinate Junior Lender with the next lower priority has failed to cure such default and (B) twenty-five (25) Business Days after the expiration of Senior Junior Borrower’s cure period, if any, for such non-monetary default provided in the Senior Junior Loan Documents, to cure such non-monetary default; and (2) if such non-monetary default is susceptible of cure but cannot reasonably be cured within the applicable Junior Loan Non-Monetary Cure Period and curative action was promptly commenced and is being diligently pursued by

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a Subordinate Junior Lender (or with respect to a non-monetary default that is not susceptible of cure, if a Subordinate Junior Lender shall be diligently pursuing the foreclosure of its Equity Collateral and after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, and such non-monetary default does not materially impair the value, use or operation of the applicable Senior Junior Lender’s Equity Collateral, all as reasonably determined by such Senior Junior Lender), such Subordinate Junior Lender shall be given an additional period of time as is reasonably necessary for such Subordinate Junior Lender in the exercise of due diligence to cure such non-monetary default (or, in the case of a non-monetary default as described above that is not susceptible of cure, then such Subordinate Junior Lender shall be given an additional period of time as is reasonably necessary for such Subordinate Junior Lender in the exercise of due diligence to complete the foreclosure of its Equity Collateral) for so long as (A) such Subordinate Junior Lender makes or causes to be made timely payment of the applicable Senior Junior Borrower’s regularly scheduled monthly principal and/or interest payments under the applicable Senior Junior Loan and any other amounts due under the applicable Senior Junior Loan Documents, (B) such additional period of time does not exceed forty-five (45) days, unless such non-monetary default is of a nature that cannot be cured within such forty-five (45) days, in which case, such Subordinate Junior Lender shall have such additional time as is reasonably necessary to cure such non-monetary default, provided that such Subordinate Junior Lender is continuously and diligently pursuing a cure of such non-monetary default (or, with respect to a non-monetary default that is not susceptible of cure, such Subordinate Junior Lender shall have such additional time as is reasonably necessary to gain ownership of its Equity Collateral, provided that such Subordinate Junior Lender is continuously and diligently pursuing the ownership of its Equity Collateral and, if applicable, after foreclosure of its Equity Collateral diligently pursues the cure of such non-monetary default, and such non-monetary default does not materially impair the value, use or operation of the applicable Senior Junior Lender’s Equity Collateral, all as reasonably determined by such Senior Junior Lender), (C) such default is not caused by a Proceeding of or involving the applicable Senior Junior Borrower, and (D) during such Junior Loan Non-Monetary Cure Period (and any additional period of time provided for above), there is no material impairment to the value, use or operation of the applicable Senior Junior Lender’s Equity Collateral as reasonably determined by such Senior Junior Lender (such additional Junior Loan Non-Monetary Cure Period, a “Junior Loan Extended Non-Monetary Cure Period”). If a Subordinate Junior Lender has commenced exercising any such cure right during a Junior Loan Non-Monetary Cure Period and elects not to proceed with such cure, such Junior Lender shall promptly notify the remaining Subordinate Junior Lenders, and each remaining Subordinate Junior Lender shall be deemed in compliance with the terms hereof if it commences curing such event within five (5) Business Days following receipt of written notice of such election not to proceed with such cure by the Junior Lender that precedes it in priority of cure right pursuant to this Section 12(b)(ii) and otherwise complies with the provision of the immediately preceding sentence. The Junior Loan Non-Monetary Cure Period and any additional cure period granted hereunder to a Subordinate Junior Lender electing to cure the non-monetary default (including, with respect to a non-monetary default that is not susceptible of cure, any

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additional time as is reasonably necessary for a Subordinate Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the bankruptcy (or similar insolvency) of Senior Borrower or any applicable Senior Junior Borrower. In the event that the Senior Loan and one or more Senior Junior Loans are concurrently in default, a Subordinate Junior Lender shall have no right to exercise its cure rights with respect to the Senior Loan under Section 12(a) or the Senior Junior Loan(s) under Section 12(b)(i) above or this Section 12(b)(ii) unless such Subordinate Junior Lender is simultaneously exercising its cure rights with respect to the Senior Loan under Sections 12(a)(i) and/or (ii) (to the extent that such Subordinate Junior Lender is permitted to exercise such cure rights under Sections 12(a)(i) and/or (ii)) and with respect to each such Senior Junior Loan(s) under Section 12(b)(i) above or this Section 12(b)(ii) (to the extent that such Subordinate Junior Lender is permitted to exercise such cure rights under Sections 12(b)(i) and/or (ii)). The Junior Loan Non-Monetary Cure Period and any additional cure period granted hereunder to any Subordinate Junior Lender electing to cure a non-monetary default of any applicable Senior Junior Borrower (including, with respect to a non-monetary default that is not susceptible of cure, any additional time as is reasonably necessary for a Subordinate Junior Lender to foreclose on its Equity Collateral) shall automatically terminate upon the bankruptcy (or similar insolvency) of such applicable Senior Junior Borrower.

(c) Cash Management. So long as no Event of Default shall have occurred and be continuing under the Senior Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Senior Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Senior Loan. So long as no Event of Default shall have occurred and be continuing under the First Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the First Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied pursuant thereto in the manner required thereunder prior to the occurrence of an Event of Default under the First Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Second Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Second Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Second Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Third Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Third Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Third Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Fourth Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Fourth Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Fourth Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the

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Fifth Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Fifth Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Fifth Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Sixth Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Sixth Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Sixth Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Seventh Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Seventh Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Seventh Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Eighth Mezzanine Loan Documents, subject to the cure rights of the Junior Lenders hereunder, all funds held and applied pursuant to the Eighth Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Eighth Mezzanine Loan Documents. So long as no Event of Default shall have occurred and be continuing under the Ninth Mezzanine Loan Documents, all funds held and applied pursuant to the Ninth Mezzanine Loan Documents (including in any deposit or collection or cash management account) shall continue to be applied in the manner required thereunder prior to the occurrence of an Event of Default under the Ninth Mezzanine Loan Documents.

Section 13. Replacement of Operating Company. (a) Each Junior Lender hereby consents to Senior Lenders’ right, under the circumstances set forth in the applicable Senior Loan Documents, to cause the termination of any Operating Lease and the operation by any Operating Company of any of the Premises, and the exercise of such right by Senior Lender (and of Senior Lender’s right to replace the tenant under the Operating Lease) shall not in and of itself permit the Junior Lenders to declare an Event of Default as defined in the applicable Junior Loan Documents or take any Enforcement Action or Equity Collateral Enforcement Action. Except as otherwise specifically provided herein, Senior Lender shall have the sole right to select any replacement Operating Company (subject, if any Certificates are then outstanding, to receipt of a Rating Agency Confirmation) provided such replacement Operating Company is a Qualified Operating Company (and, in the event Senior Lender shall have failed to do so, such replacement Operating Company shall be selected by the most senior Junior Lender provided such replacement Operating Company meets the requirements of subclause (a) of the definition of the term “Qualified Operating Company” (failing which the second most senior Junior Lender shall select a replacement Operating Company that meets the requirements of subclause (a) of the term “Qualified Operating Company” (and so forth until a replacement Operating Company shall be selected)). Except as provided in the immediately preceding sentence, Senior Lender or, to the extent applicable, the most senior Junior Lender, agrees to consult with the Junior Lenders and, to the extent applicable, Senior Lender, on a non-binding basis prior to making any such selection.

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(b) Senior Lender agrees to consult with the Junior Lenders on a non-binding basis prior to consenting to any assignment of any Operating Lease (by the tenant under any such Operating Lease).

Section 14. Right to Purchase Senior Loan and the Senior Junior Loans. (a) At any time after (i) the occurrence and during the continuance of a monetary Event of Default under the Senior Loan or non-monetary Event of Default under the Senior Loan which is subject to an Enforcement Action or (ii) if the Senior Loan is a “specially serviced mortgage loan” under the applicable trust and servicing agreement or pooling and/or servicing agreement related thereto as a result of a monetary Event of Default or material non-monetary Event of Default occurring under the Senior Loan or if a Junior Lender has cured one (1) or more defaults on the part of Senior Borrower under the Senior Loan Documents pursuant to Section 12 hereof and, but for such cure, the Senior Loan would be a “specially serviced mortgage loan” under the applicable trust and servicing agreement or pooling and/or servicing agreement (each of the foregoing, a “Purchase Option Event”), upon ten (10) Business Days’ prior written notice to Senior Lender (the “Purchase Notice”), a Junior Lender (and, if permitted by the applicable participation agreement, a Junior Lenders’ participant) shall have the right to purchase, in whole, but not in part, the Senior Loan for a price equal to the sum of the outstanding principal balance of the Senior Loan, together with all accrued interest through the applicable accrual period and other amounts due thereon, and all other costs, expenses and amounts due and payable under the Senior Loan Documents through and including the date the Junior Lender purchases the Senior Loan including, without limitation, but without duplication, (i) unreimbursed Protective Advances made by Senior Lender or any servicer and any interest charged by Senior Lender or any servicer on any advances for monthly payments of principal and/or interest on the Senior Loan and/or on any Protective Advances, (ii) any post-petition interest accrued on the Senior Loan (without reference to the collectibility of such amount in a bankruptcy or other insolvency proceeding) and (iii) all other actual costs and expenses including, without limitation, reasonable legal fees and expenses actually incurred by Senior Lender in enforcing the terms of the Senior Loan Documents, but specifically excluding, subject to the provisions of Section 37(f), any liquidated damage amount, exit fee, prepayment premium or fee, spread maintenance or yield maintenance charges, late fees or charges, any “liquidation fee” or “workout fee” (except if such purchase right is not exercised within 90 days of becoming exercisable, in which case, a liquidation fee shall be payable to the special servicer if expressly required under the terms of the relevant servicing agreement) and, for any period during which all monetary defaults were cured by a Junior Lender in accordance with the provisions of this Agreement, default interest (collectively, the “Senior Loan Purchase Price”). In the event that any Junior Lender elects to purchase the Senior Loan pursuant to this Section 14(a), the Subordinate Junior Lender with the lowest priority with respect to the other Junior Lenders that have elected to purchase the Senior Loan shall have the exclusive right to so purchase the Senior Loan, provided that such Subordinate Junior Lender shall also be required to concurrently purchase each of the applicable Senior Junior Loans from the Senior Junior Lenders holding such applicable Senior Junior Loans (regardless of whether such Senior Junior Lenders were among the Junior Lenders which had elected to purchase the Senior Loan). Such purchase of each of the Senior Junior Loans shall be for a price equal to the sum of the outstanding principal balance of each Senior Junior Loan, together with all accrued interest and other amounts due thereon, and all other costs, expenses and amounts due and payable under the applicable Senior Junior Loan Documents through and including the date the

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applicable Junior Lender purchases the Senior Junior Loan(s) including, without limitation, but without duplication, (i) unreimbursed Protective Advances made by each Senior Junior Lender or any servicer and any interest charged by each such Senior Junior Lender or any servicer on any advances for monthly payments of principal and/or interest on each Senior Junior Loan and/or on any Protective Advances, (ii) any post-petition interest accrued on each Senior Junior Loan (without reference to the collectibility of such amount in a bankruptcy or other insolvency proceeding) and (iii) all other actual costs and expenses including, without limitation, reasonable legal fees and expenses actually incurred by the applicable Senior Junior Lender in enforcing the terms of the applicable Senior Junior Loan Documents, but specifically excluding, subject to the provisions of Section 37(f), any liquidated damage amount, exit fee, prepayment premium or fee, spread maintenance or yield maintenance charges, late fees or charges, any “liquidation fee” or “workout fee” (except if such purchase right is not exercised within 90 days of becoming exercisable, in which case, a liquidation fee shall be payable to the special servicer if expressly required under the terms of the relevant servicing agreement) and, for any period during which all monetary defaults were cured by a Junior Lender in accordance with the provisions of this Agreement, default interest (such price as to each such Senior Junior Loan, the “Senior Junior Loan Purchase Price”). A Subordinate Junior Lender may not close the purchase of the Senior Loan without concurrently closing the purchase of all Senior Junior Loans in accordance with the terms of this paragraph. Prior to electing to purchase the Senior Loan and/or any Senior Junior Loan, a Subordinate Junior Lender shall have the right to obtain from Senior Lender and each Senior Junior Lender a good faith estimate of the Senior Loan Purchase Price and Senior Junior Loan Purchase Price, respectively. If any Subordinate Junior Lender which has elected to purchase the Senior Loan fails to complete such purchase within ten (10) Business Days after delivery of a Purchase Notice or fails to concurrently purchase the applicable Senior Junior Loans as required hereunder, then such Purchase Notice shall be deemed invalid, such defaulting Subordinate Junior Lender shall cease to have any right to purchase the Senior Loan (and any applicable Senior Junior Loan) in connection with the applicable Purchase Option Event and the remaining Junior Lenders shall thereafter be entitled to exercise their purchase rights under, and in accordance with, this Section 14(a). Senior Lender shall close the sale of the Senior Loan to the applicable Junior Lender on the date set forth in the Senior Purchase Notice subject to the terms and conditions of this Agreement. Each Junior Lender agrees that the sale of the Senior Loan shall, if the Senior Loan is included in a Securitization at such time, comply with the requirements of the pooling and/or servicing agreement pursuant to which the related Certificates were issued and that all attorney’s fees related to the preparation and delivery of the assignment of the Senior Loan shall be paid by the applicable Junior Lender. Concurrently with payment to Senior Lender of the Senior Loan Purchase Price, Senior Lender shall deliver or cause to be delivered to the Junior Lender exercising the purchase right hereunder all Senior Loan Documents held by or on behalf of Senior Lender and will execute in favor of the Junior Lender or its designee exercising the purchase right hereunder, assignment documentation, in form and substance reasonably acceptable to Senior Lender and such Junior Lender, at the sole cost and expense of such Junior Lender to assign the Senior Loan and its rights under the Senior Loan Documents (without recourse, representations or warranties, except for representations as to the outstanding balance of the Senior Loan, the power and authority of the Senior Lender to transfer the Senior Loan and as to Senior Lender’s ownership and not having previously assigned, transferred, participated or encumbered its rights in the Senior Loan unless such

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participation or encumbrance will be released prior to or concurrently with the transfer). Concurrently with payment to each of Senior Junior Lenders of the applicable Senior Junior Loan Purchase Price for the Senior Junior Loan held by each such Senior Junior Lender, each applicable Senior Junior Lender shall deliver or cause to be delivered to the Subordinate Junior Lender exercising the purchase right hereunder all Senior Junior Loan Documents held by or on behalf of such Senior Junior Lender and will execute in favor of such Subordinate Junior Lender or its designee assignment documentation, in form and substance reasonably acceptable to such Subordinate Junior Lender, at the sole cost and expense of such Subordinate Junior Lender, to assign such Senior Junior Lender’s Senior Junior Loan and its rights under the related Senior Junior Loan Documents (without recourse, representations or warranties, except for representations as to the outstanding balance of such Senior Junior Loan, the power and authority of the Senior Junior Lender to transfer the Senior Junior Loan and as to such Senior Junior Lender’s ownership and not having previously assigned, transferred, participated or encumbered its rights in such Senior Junior Loan unless such participation or encumbrance will be released prior to or concurrently with the transfer). Following the occurrence of a Purchase Option Event, each Junior Lender shall keep the other Junior Lenders informed as to such Junior Lender’s intention to exercise any of its respective rights in connection with the Purchase Option Event.

(b) The right of each Junior Lender to purchase the Senior Loan shall automatically terminate (i) ten (10) Business Days after receipt of notice that a more senior Senior Junior Lender has elected to exercise the right to purchase the Senior Loan (unless a more junior Junior Lender shall have given written notice to such Senior Junior Lender to purchase the Senior Loan prior to the expiration of such ten (10) Business Day period), (ii) upon a transfer of the Premises by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure, or (iii) with respect to a specific Purchase Option Event, if such Purchase Option Event ever ceases to exist; provided, however, that in no event shall (1) any Junior Lender that is an Affiliate Lender have more than fifteen (15) days to deliver a Purchase Notice following notice by Senior Lender to such Junior Lender of the occurrence of the related Purchase Option Event, or (2) any other Junior Lender have less than thirty (30) days to deliver a Purchase Notice following notice by Senior Lender to such Junior Lender of the occurrence of the related Purchase Option Event, except pursuant to the terms of clause (b)(iii) of this sentence. Notwithstanding the foregoing sentence, if Senior Borrower offers to deliver or actually delivers to Senior Lender a deed in lieu of foreclosure to the Premises (each, a “Deed in Lieu”), Senior Lender shall provide Junior Lenders not less than ten (10) Business Days written notice prior to accepting a Deed in Lieu to the Premises, and if any Junior Lender shall deliver a Purchase Notice to Senior Lender prior to the expiration of such ten (10) Business Day period, Senior Lender shall not accept the Deed in Lieu to the Premises, provided that the applicable Junior Lender pays the Senior Loan Purchase Price to Senior Lender and acquires the Senior Loan (and the Senior Junior Loans at the applicable Senior Junior Loan Purchase Price) within such ten (10) Business Day period from the delivery of such Purchase Notice, in which case all costs and expenses (including all transfer taxes) in connection therewith shall be paid by the applicable Junior Lender.

(c) If a Junior Loan has been accelerated, any Equity Collateral Enforcement Action has been commenced under the Junior Loan Documents for a Junior Loan, a Proceeding has been commenced against a Junior Borrower under such Junior Loan or a

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Subordinate Junior Lender has cured one or more defaults on the part of any Junior Borrower under the Senior Junior Loan Documents pursuant to Section 12 hereof and, but for such cure, the Senior Junior Loan would be considered a “specially serviced mortgage loan” under the applicable trust and servicing agreement or pooling and/or servicing agreement if it were the Senior Loan (a “Junior Loan Purchase Option Event”), the Junior Lender holding such Junior Loan (such Junior Loan, the “Optioned Junior Loan” and such Junior Lender, the “Optioned Junior Lender”) shall provide prompt written notice of the same to the applicable Subordinate Junior Lenders, and upon ten (10) Business Days’ prior written notice (the “Junior Purchase Notice”) to the Senior Junior Lender holding the Optioned Junior Loan that is subject to the applicable Junior Loan Purchase Option Event, the applicable Subordinate Junior Lenders (and, if permitted by the applicable participation agreement, Optioned Junior Lenders’ participant) shall have the right to purchase, in whole but not in part, the applicable Optioned Junior Loan for the Senior Junior Loan Purchase Price. Notwithstanding the foregoing but subject to the terms of the next to last sentence of this Section 14(c), the failure of a Senior Junior Lender to provide notice to any applicable Subordinate Junior Lender of the occurrence of a Junior Loan Purchase Option Event shall have no adverse effect on such Subordinate Junior Lender. In the event that more than one Subordinate Junior Lender elects to purchase an Optioned Junior Loan pursuant to this Section 14(c), the Subordinate Junior Lender with the lowest priority with respect to the other Subordinate Junior Lenders that have elected to purchase such Optioned Junior Loan shall have the exclusive right to so purchase such Optioned Junior Loan, provided that such Subordinate Junior Lender shall also be required to concurrently purchase each of the other Subordinate Junior Loans that constitute, as to such purchasing Subordinate Junior Lender, Senior Junior Loans from the Junior Lenders holding such other Subordinate Junior Loans that so constitute Senior Junior Loans that are also Subordinate Junior Loans in respect of the Optioned Junior Loan (such other Subordinate Junior Loans, the “Additional Covered Junior Loans”) in each case for a price equal to the applicable Senior Junior Loan Purchase Price. If any Subordinate Junior Lender which has elected to purchase the Optioned Junior Loan that is subject to the applicable Junior Loan Purchase Option Event fails to complete such purchase within ten (10) Business Days of delivery of a Junior Purchase Notice or fails to concurrently purchase the applicable Additional Covered Junior Loans as required hereunder, then such Junior Purchase Notice shall be deemed invalid, such defaulting Subordinate Junior Lender shall cease to have any right to purchase the Optioned Junior Loan in connection with the applicable Junior Loan Purchase Option Event and the other Subordinate Junior Lenders shall thereafter be entitled to exercise their purchase rights under, and in accordance with, this Section 14(c). Concurrently with payment to the applicable Senior Junior Lenders of the applicable Senior Junior Loan Purchase Price for the Optioned Junior Loan or Additional Covered Junior Loan, as the case may be, held by such Senior Junior Lender, each applicable Senior Junior Lender shall deliver or cause to be delivered to the Subordinate Junior Lender exercising the purchase right hereunder all Senior Junior Loan Documents held by or on behalf of such Senior Junior Lender and will execute in favor of such Subordinate Junior Lender or its designee assignment documentation, in form and substance reasonably acceptable to such Subordinate Junior Lender, at the sole cost and expense of such Subordinate Junior Lender, to assign such Senior Junior Lender’s Optioned Junior Loan, or Additional Covered Junior Loan, as the case may be, and its rights under the related Senior Junior Loan Documents (without recourse, representations or warranties, except for representations as to the outstanding balance of such Optioned Junior

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Loan or Additional Covered Junior Loan, as the case may be, and as to such Senior Junior Lender’s ownership and not having previously assigned, transferred, participated or encumbered its rights in such Optioned Junior Loan or Additional Covered Junior Loan, as the case may be, unless such participation or encumbrance will be released prior to or concurrently with the transfer). The right of any Subordinate Junior Lender to purchase the Optioned Junior Loan shall automatically terminate (x) upon a transfer or sale of the Equity Collateral covered by the Senior Junior Loan Documents that secure the Optioned Junior Loan pursuant to any Equity Collateral Enforcement Action, or (y) with respect to a specific Junior Loan Purchase Option Event, if such Junior Loan Purchase Option Event ceases to exist (including if the applicable Senior Junior Lender terminated its Equity Collateral Enforcement Action); provided, however, that in no event shall any Subordinate Junior Lender have less than thirty (30) days, following notice by the applicable Senior Junior Lender to such Subordinate Junior Lender of the occurrence of a Junior Loan Purchase Option Event, to elect to purchase the Optioned Junior Loan, except if such period for such election to purchase is terminated pursuant to the terms of foregoing clause (x) or (y). Notwithstanding the foregoing sentence, if title is transferred to any Subordinate Junior Lender less than ten (10) days after the acceleration of the applicable Senior Junior Loan, the applicable Subordinate Junior Lenders shall have a ten (10) day period to deliver the applicable Senior Junior Loan Purchase Notice to the applicable Senior Junior Lender with the obligation to purchase the applicable Equity Collateral within ten (10) days of the delivery of such Senior Junior Loan Purchase Notice at the applicable Senior Junior Loan Purchase Price, in which case all costs and expenses (including all transfer taxes) in connection therewith shall be paid by the applicable Subordinate Junior Lender.

(d) Senior Lender and each Junior Lender covenants not to, and not to permit any Affiliate of Senior Lender or any Junior Lender to, enter into any agreement with Senior Borrower, any Junior Borrower (or any Affiliate of Senior Borrower or Junior Borrower, or any Sponsor Affiliate) to purchase the Senior Loan or any Junior Loan pursuant to this Section or in connection with any refinancing of the Senior Loan or any Junior Loan in any manner designed to avoid or circumvent the provisions of the Senior Loan Documents or any of the Junior Loan Documents which require the payment of any liquidated damage amount, acceleration prepayment premium, a prepayment fee, premium or yield maintenance charge in connection with a prepayment of the Senior Loan or a Junior Loan. Notwithstanding anything to the contrary contained herein, the ten (10) Business Day period following delivery of the Purchase Notice during which a purchasing Junior Lender is required to consummate such purchase may be extended for an additional ten (10) Business Days upon payment to the Senior Lender of a nonrefundable deposit in an amount equal to ten percent (10%) of the Senior Loan Purchase Price.

Section 15. Additional Understandings. For as long any Junior Loan remains outstanding:

(a) Notices of Transfer, etc. In the event of a request by Senior Borrower or any Junior Borrower for Senior Lender’s or any Junior Lender’s consent to either (i) the sale or Transfer of all or any material portion of the Premises or any interest in Senior Borrower or any Junior Borrower, or (ii) the granting of a further mortgage, deed of trust or similar encumbrance against the Premises or any of the Equity Collateral or any incurrence of

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additional indebtedness, such Person from whom such consent has been requested shall, as long as no Event of Default has occurred under the Senior Loan or the Junior Loan held by such Person, if such Person has the right to consent under the Senior Loan Documents or Junior Loan Documents held by such Person or such consent is otherwise requested from such Person, obtain the prior written consent of the Junior Lenders or the applicable Subordinate Junior Lenders, as the case may be, prior to such Person granting its consent or agreement thereto (for the purposes of this Section 15(a), each Junior Lender is to be reasonable to the extent Senior Lender must be reasonable, but nothing contained above is intended to reduce or limit the rights of each Junior Lender under its respective Junior Loan Documents). Nothing herein shall require any Junior Lender to consent to, or waive its rights with respect to, any Transfer of the Premises or any interest therein (including, without limitation, the Separate Collateral).

(b) Reserves and Escrows. If (i) Senior Lender waives any reserves or escrow accounts required under the Senior Loan Documents which reserves or escrow accounts are also required under the most senior Junior Loan Documents, then the most senior Junior Lender may require that its Junior Borrower (x) deposit such amounts that would have been deposited into any reserves or escrow accounts under the Senior Loan to be transferred to and deposited with such Senior Junior Lender and (y) enter into a deposit or collection account and/or cash management agreement with such Senior Junior Lender substantially similar to the arrangement entered into by Senior Borrower with Senior Lender at the closing of the Senior Loan and (ii) if any Senior Junior Lender waives any reserves or escrow accounts required under its applicable Senior Junior Loan Documents which reserves or escrow accounts are also required under the most senior Subordinate Junior Loan Documents, then the most senior Subordinate Junior Lender may require that its Junior Borrower (x) deposit such amounts that would have been deposited into any reserves or escrow accounts under the Senior Loan or the applicable Senior Junior Loan to be transferred to and deposited with such Subordinate Junior Lender and (y) enter into a deposit or collection account and/or cash management agreement with such Subordinate Junior Lender substantially similar to the arrangement entered into by Senior Borrower with the Senior Lender or by the Senior Junior Borrower with such Senior Junior Lender.

(c) Consent Rights of Junior Lenders. If any of the Junior Loan Documents contain any provision or requirement that a Junior Lender’s consent or approval be obtained for any act or determination by Senior Borrower or its respective Junior Borrower in connection with the leasing of the Premises or alterations to the Premises, to the extent that such consent or approval is also required by Senior Lender under the Senior Loan Documents, each Junior Lender hereby agrees that it shall first advise Senior Lender whether such Junior Lender objects to the requested consent or approval within five (5) Business Days after its receipt of (i) a written request for a consent or approval from the applicable Junior Borrower and (ii) delivery of all required documents and information necessary to adequately and completely evaluate such request. Senior Lender shall consult with each Junior Lender with respect to any such consent or approval right of such Junior Lender. Each Junior Lender having such consent rights shall not unreasonably withhold its consent to such lease or alteration if Senior Lender (A) is deemed to have approved such lease or alteration under the Senior Loan Documents or (B) reasonably approves such lease or alteration provided, with respect to a lease, the lease is on market terms and, with respect to an alteration, the alteration is necessary to maintain the Premises in good order and repair as required by the Senior Loan Documents.

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(d) Permitted Refinancing. Each Junior Lender will not modify the provisions of its respective Junior Loan Agreement with respect to permitted refinancing of the Senior Loan without Senior Lender’s prior written consent (which consent shall not be unreasonably withheld or delayed) or with respect to permitted refinancing of any Senior Junior Loan without the applicable Senior Junior Lender’s prior written consent, not to be unreasonably withheld or delayed.

(e) Marshalling of Assets. Each Junior Lender hereby waives any equitable right it may have to require that Senior Lender marshal any assets of Senior Borrower in favor of such Junior Lender, to require the separate sales of any portion of the Premises or to require that Senior Lender exhaust its remedies against any portion of the Premises. Each Junior Lender agrees that, except with respect to the enforcement of its remedies under its applicable Junior Loan Documents permitted hereunder (including the foreclosure and acquisition of its applicable Equity Collateral through an Enforcement Action), prior to the satisfaction of all Senior Loan Liabilities it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Premises or any other collateral now securing the Senior Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Senior Loan Documents or the liens, rights, estates and interests created thereby.

(f) Requests for Disbursements. Senior Lender hereby agrees to promptly (x) notify each Junior Lender of any requests by Senior Borrower for disbursements of funds from the Reserve Funds (as defined in the Senior Loan Agreement) or a release of Net Proceeds (as defined in the Senior Loan Documents) and (y) provide each Junior Lender with any documentation delivered by Senior Borrower to Senior Lender with respect to any such request by Senior Borrower for a disbursement of funds from the Reserve Funds or release of Net Proceeds (provided that in no event shall Senior Lender have any liability for a failure by Senior Lender to provide such notice or documentation to any Junior Lender, and no such failure shall constitute a default hereunder).

(g) Cash Management. Upon the request of a Junior Lender (which request may be a standing request), Senior Lender hereby agrees to deliver to such Junior Lender (or Junior Lenders) a copy of any notice sent or received by Senior Lender with respect to the deposit or collection or cash management accounts, including, without limitation, each disbursement instruction delivered with respect to each such account. Such copies shall be delivered to each Junior Lender that shall have made a request therefor (i.e., that shall have requested that copies of notices be sent to it, as aforesaid) concurrently with the delivery of such notices to the deposit or cash management account agent(s) or banks or promptly after receipt thereof by Senior Lender, as the case may be. Senior Lender may elect to change the deposit or cash management account agent(s) or bank(s) provided that Senior Lender shall give each Junior Lender not less than two (2) Business Days’ prior written notice of any such change. Senior Lender shall use commercially reasonable efforts to cause the deposit or cash management account agent(s) or bank(s) maintaining accounts in connection with the Properties or the Senior Loan to provide to each Junior Lender reasonable access to information regarding such accounts.

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(h) Notices of Default. (i) Each Junior Lender shall give Senior Lender and each other Junior Lender notice of any Event of Default, acceleration of its applicable Junior Loan and the commencement of any Equity Collateral Enforcement Action under its Junior Loan Documents and, simultaneously with giving such notices to its Junior Borrower, copies of notices given to its Junior Borrower of events that with the passage of time and failure to cure, would result in the occurrence of a “Default” or “Event of Default” under its respective Junior Loan Documents.

(ii) Senior Lender shall give each Junior Lender written notice of any Event of Default, acceleration of the Senior Loan, transfer of the Senior Loan to “special servicing” and the commencement of an Enforcement Action under the Senior Loan Documents and, simultaneously with giving such notices to Senior Borrower, copies of notices given to Senior Borrower of events that with the passage of time and failure to cure, would result in the occurrence of a “Default” or “Event of Default” under the Senior Loan Documents.

(i) Cooperation. At the request of one or more holders of an interest in the Senior Loan (each such holder, a “Requesting Senior Lender”), each Junior Lender shall use reasonable efforts, at the expense of any Requesting Senior Lender (provided that, to the extent that there is more than one Requesting Senior Lender at such time, such expenses will be shared among each Requesting Senior Lender on a pro rata basis) to satisfy, and to cooperate with such Requesting Senior Lender in attempting to cause Senior Borrower, each Senior Junior Borrower and its respective Junior Borrower to satisfy, the market standards to which Requesting Senior Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Securitization, sale or syndication of all or any portion of or interest in the Senior Loan, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Senior Loan Documents or the Junior Loan Documents, as applicable, and to cooperate with Requesting Senior Lender in attempting to cause Senior Borrower and the Junior Borrowers to execute such modifications to the Senior Loan Documents and the applicable Junior Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect any Securitization or otherwise as may be reasonably requested by Requesting Senior Lender in connection with any sale of all or any portion of or interest in the Senior Loan; provided, however, a Junior Lender or a holder of an interest in a Junior Loan shall not be required to modify or amend this Agreement or its respective Junior Loan Documents (or consent to a modification of the Senior Loan Documents), if such modification or amendment would (1) except as otherwise specifically permitted herein (in connection with a resizing or re-allocation as described in subparagraph (l) below or actions taken by the Senior Lender as described in subparagraph (o) below), materially increase its respective Junior Borrower’s obligations under its Junior Loan Documents or materially decrease such Junior Lender’s or holder’s rights, remedies or protections thereunder, (2) change the economic terms applicable to the Junior Loans (including, without limitation, the basis upon which any reserve requirement is triggered or suspended) under the Senior Loan Documents and Junior Loan Documents, or (3) otherwise, in any Junior Lender’s or such holder’s reasonable judgment, have any material adverse impact on such Junior Lender or such holder or its Junior Loan (provided, however, that with respect to any such determination of a material adverse effect, each Junior Lender or holder, as applicable, making such determination shall provide written notification reasonably satisfactory to the Senior Lender setting forth the basis for such

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determination but shall not be required as part of that written notification to disclose any proprietary or confidential information regarding any existing or contemplated Transfer, trade or financial transaction that gave rise to or would give rise to such material adverse effect); and provided, further, however, that nothing contained in this paragraph (i) shall obviate the requirement on the part of any Requesting Senior Lender to obtain any requisite consents that such Requesting Senior Lender would otherwise be required to obtain pursuant to Section 8 of this Agreement. In connection with any Securitization, sale or syndication of all or any portion of the Senior Loan, each Junior Lender agrees to provide for inclusion in any disclosure document relating to the related Securitization, syndication, sale or participation such information concerning such Junior Lender as the Requesting Senior Lender reasonably determines to be necessary or appropriate. Subject to the foregoing qualifications in clauses (1)-(3) in the foregoing sentence, each Junior Lender agrees that if the Senior Loan is to be included as an asset of a Securitization, such Junior Lender shall, at Requesting Senior Lender’s request and expense (provided that, to the extent that there is more than one Requesting Senior Lender at such time, such expenses will be shared among each Requesting Senior Lender on a pro rata basis), cooperate with the reasonable requests of each Rating Agency and Requesting Senior Lender in connection with such Securitization.

(j) LIBOR Determination Notices. Senior Lender shall provide each Junior Lender with a copy of its determination of LIBOR (as defined in the Senior Loan Agreement) applicable to each Interest Period (as defined in the Senior Loan Agreement) under the Senior Loan promptly after determination thereof.

(k) Books and Records. Upon inspection of the books, records or Premises of Senior Borrower by Senior Lender pursuant to the terms of the Senior Loan Documents, Senior Lender shall, upon request of any Junior Lender, take action to encourage Senior Borrower to provide such Junior Lender access for its own inspection of such books, records or the Premises. Upon any inspection of the books, records or the Premises of any Junior Borrower by a Junior Lender, pursuant to the terms of its respective Junior Loan Documents, such Junior Lender shall, upon written request of Senior Lender and any other Junior Lender, take action to encourage its Junior Borrower to reasonably cooperate to provide Senior Lender and such other requesting Junior Lender access for its own inspection of such books, records or the Premises. The provisions of this Section 15(k) shall not be interpreted to limit in any way the rights in favor of any Junior Lender under its respective Junior Loan Documents.

(l) Tax Elections of Borrower and Mezzanine Borrowers. In connection with any tax election of any Senior Borrower pursuant to Section 10.17 of the Senior Loan Agreement or the corresponding provision of any Junior Loan Agreement, each Person that comprises the Senior Lender or any Junior Lender shall independently determine whether to consent or not consent to such election as set forth in Section 10.17 of the Senior Loan Agreement or the corresponding provision of any Junior Loan Agreement.

(m) Property Inspection Rights and Reports. Senior Lender will use commercially reasonable efforts to endeavor, at no cost to Senior Lender, to cause the Senior Borrower to permit agents, representatives and employees of any Junior Lender to inspect the Premises or any part thereof during normal business hours on Business Days upon reasonable advance notice, provided that, as required pursuant to the Senior Loan Agreement, such

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inspections are subject in all instances to the rights of tenants, and provided that such inspections shall not unreasonably interfere with the operation of business on the Premises. In addition, to the extent that Senior Lender prepares or receives property reports or financial reports from the Senior Borrowers or with respect to the Premises (including any notices, documents, plans, specifications or reports received in connection with alterations to the Premises), Senior Lender will provide copies of such reports to any Junior Lender at such Junior Lender’s request.

(n) Cooperation with Junior Lender(s). At the request of any Junior Lender, Senior Lender and each other Junior Lender shall use reasonable efforts, at such requesting Junior Lender’s expense, to (i) cooperate with such Junior Lender in attempting to cause its Junior Borrower (and its Affiliates, as necessary) to cooperate in such Junior Lender’s creation of component notes, in splitting its Junior Loan into one or more new mezzanine loans, in consolidating one or more contiguous Junior Loans held by such Junior Lender into a fewer number of Junior Loans, in consolidating the components within a Junior Loan and changing the balances, amortization and spreads of the components of a Junior Loan, in resizing the interest rate caps with respect to each component of a Junior Loan, and in creating one or more participation interests in a Junior Note, (ii) enter into (or consent to, as applicable) any modifications to this Agreement, the Senior Loan Documents or the affected Junior Loan Documents (all to the extent possible in light of restrictions or requirements that may exist or govern following the Securitization, syndication or sale of all or any portion of the Senior Loan), and (iii) cooperate with such requesting Junior Lender in attempting to cause Senior Borrower and the other Junior Borrowers to execute such modifications to the Senior Loan Documents and the applicable Junior Loan Documents, in any such case, as may be reasonably requested by the requesting Junior Lender; provided that the weighted average spread, aggregate principal balance and monthly amortization in the aggregate among the notes evidencing and any components of such Junior Loan (or contiguous Junior Loans, as applicable) shall remain the same as a result of any such modifications; provided further that Senior Lender or any such Junior Lender or any holder of an interest in the Senior Loan or the Junior Loan shall not be required to modify or amend this Agreement, any Senior Loan Documents or its respective Junior Loan Documents (or consent to such modification of the Senior Loan Documents or the applicable Junior Loan Documents) (subject, again, to such restrictions or requirements as may exist or govern following the Securitization, syndication or sale of all or any portion of the Senior Loan), if such modification or amendment would (1) materially increase Senior Borrower’s obligations under the Senior Loan Documents or materially decrease the Senior Lender’s rights, remedies or protections thereunder or materially increase the respective Junior Borrower’s obligations under its Junior Loan Documents or materially decrease such Junior Lender’s or such holder’s rights, remedies or protections thereunder, (2) change the aggregate economic terms applicable to the Senior Loan or any of the applicable Junior Loans (including, without limitation, the basis upon which any reserve requirement is triggered or suspended) under the Senior Loan Documents and/or applicable Junior Loan Documents, (3) materially and adversely affect the likelihood of repayment of any Junior Loan or the Senior Loan, (4) violate, either initially or with the passage of time, any restriction herein or in any Senior Loan Documents or Junior Loan Documents or otherwise be prohibited by any of the Senior Loan Documents or Junior Loan Documents, or (5) otherwise, in Senior Lender’s or any Junior Lender’s or any such holder’s reasonable judgment, have any material adverse impact on Senior Lender or the Senior Loan or on any Junior Lender or Junior

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Loan or on such holder’s interest therein; and provided, further, that nothing contained in this paragraph (n) shall obviate the requirement on the part of any requesting Junior Lender to obtain any requisite consents that such Junior Lender would otherwise be required to obtain pursuant to Section 8 of this Agreement.

(o) Cooperation with Senior Lender and Loan Components. Each Junior Lender hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, Senior Lender may create additional components of the Senior Loan (including splitting off a portion of the Senior Loan into a “B Note” or a “C Note” (or other subordinate note) or into a mezzanine loan, in any such case, senior to the most senior Junior Loan), consolidate such components, change the balances, amortization and spreads of the components of the Senior Loan, resize the interest rate caps with respect to each component of the Senior Loan, and create one or more participation interests in the Senior Note (which new or additional notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the then outstanding note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests), in each case without the consent of any Junior Lender, provided that the weighted average spread, monthly amortization in the aggregate and the aggregate principal balance of the Senior Loan (and any components thereof) and any additional subordinate note or mezzanine loan (and any components thereof) created by Senior Lender shall remain the same as a result of any such modifications of the Senior Loan; provided further that such modification or amendment shall not (1) materially increase any Junior Borrower’s obligations under any of the Junior Loan Documents or materially decrease the rights, remedies or protections of any Junior Lender or any holder of an interest in the Junior Loan or materially increase the respective Junior Borrower’s obligations under its Junior Loan Documents or decrease such Junior Lender’s or such holder’s rights, remedies or protections thereunder, (2) change the aggregate economic terms applicable to any of the Junior Loans, (3) materially and adversely affect the likelihood of repayment of any Junior Loan or the Senior Loan, (4) violate, either initially or with the passage of time, any restriction herein or in any Senior Loan Documents or Junior Loan Documents or otherwise be prohibited by any of the Senior Loan Documents or Junior Loan Documents, or (5) otherwise, in any Junior Lender’s or such holder’s reasonable judgment, have any material adverse impact on such Junior Lender or on such Junior Lender’s Junior Loan; and provided, further, that nothing contained in this paragraph (o) shall obviate the requirement on the part of the Senior Lender to obtain any requisite consents that the Senior Lender would otherwise be required to obtain pursuant to Section 8 of this Agreement.

(p) Senior Lender and each Junior Lender and Senior Junior Lender hereby acknowledge the terms and restrictions of Section 3.3(b) of the Note Sales Agreement.

Section 16. Financing of the Junior Loans. (a) Notwithstanding any other provision hereof but subject to the provisions of Section 16(b), Senior Lender and each Junior Lender hereby consents to each Junior Lender’s pledge (a “Pledge”) of its respective Junior Loan and of the Separate Collateral of such Junior Lender to any entity which has extended a credit facility to such Junior Lender and that is a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), in each case on the terms and conditions set forth in this

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Section 16 (it being also agreed that the sale by a Junior Lender of its respective Junior Loan to a Qualified Transferee and the simultaneous agreement by such Junior Lender to repurchase its Junior Loan under an arrangement documented as a repurchase agreement (the “Repo Agreement”) shall qualify as a Pledge, provided all applicable terms and conditions of this subsection (a) are complied with). A Loan Pledgee that is not a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency may not take title to the Separate Collateral with respect to a Junior Loan without Rating Agency Confirmation. Each Loan Pledgee shall be subject to the provisions of Section 5(f). In addition, such Loan Pledgee shall at all times be a Qualified Transferee or a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency. No Loan Pledgee may be Senior Borrower, any Junior Borrower, any Affiliate of Senior Borrower or of any Junior Borrower, or any Sponsor Affiliate, and any such Pledge shall be void ab initio. Upon written notice by a Junior Lender to Senior Lender and the other Junior Lenders that the Pledge has been effected (and provision of the address for notice purposes of the Loan Pledgee), Senior Lender and each Junior Lender agrees to acknowledge receipt of such notice and thereafter agrees, with respect to any Loan Pledgee of which it or they may have notice: (i) to give each such Loan Pledgee written notice of any default by the applicable Junior Lender under this Agreement of which default Senior Lender or such Junior Lender has actual knowledge; (ii) to allow each such Loan Pledgee a period of ten (10) days (in respect of a monetary default) and thirty (30) days (in respect of a non-monetary default) by the applicable Junior Lender in respect of its obligations to Senior Lender or such Junior Lender hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement which adversely affects the rights or obligations of the Junior Lender which has made a Pledge to such Loan Pledgee, and no waiver or termination of any applicable Junior Lender’s rights under this Agreement, shall be effective against any such Loan Pledgee without the written consent of such Loan Pledgee (in each case), which consent shall not be unreasonably withheld; provided, however, the consent of the Loan Pledgee(s) shall not be required unless the applicable Junior Lender’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that Senior Lender shall give to each such Loan Pledgee copies of any Senior Loan Default Notice and each Junior Lender shall give to each such Loan Pledgee copies of any Junior Loan Default Notice issued by such Junior Lender simultaneously with the giving of same to the applicable Junior Lender and accept any cure thereof by Loan Pledgee made in accordance with the provisions of Section 12 of this Agreement as if such cure were made by the applicable Junior Lender; (v) that Senior Lender and each Junior Lender shall deliver to each such Loan Pledgee such estoppel certificate(s) as Loan Pledgee shall reasonably request, provided that any such estoppel certificate(s) shall be in the form contemplated by Section 19 or in such other form reasonably acceptable to Senior Lender and such Junior Lender; and (vi) that, upon written notice (a “Redirection Notice”) to Senior Lender or a Junior Lender by such Loan Pledgee that either (x) states that the pledging Junior Lender is in default, beyond applicable cure periods, under such Junior Lender’s obligations to such Loan Pledgee pursuant to the applicable credit agreement (or Repo Agreement) between such Junior Lender and such Loan Pledgee (which notice need not be joined in or confirmed by such Junior Lender), or (y) is joined in or confirmed by such pledging Junior Lender countersigning the Redirection Notice, and until such Redirection Notice is withdrawn or rescinded by such Loan Pledgee, Senior Lender and each Junior Lender

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shall remit to the applicable Loan Pledgee (and not to the applicable Junior Lender) any payments that Senior Lender or a Junior Lender would otherwise be obligated to pay to such Junior Lender from time to time pursuant to this Agreement, any Senior Loan Document, any Junior Loan Document or any other agreement between Senior Lender or any Junior Lender that relates to the Senior Loan or a Junior Loan. Each Junior Lender hereby unconditionally and absolutely releases Senior Lender and the other Junior Lenders from any liability to each such Junior Lender on account of Senior Lender’s or a Junior Lender’s compliance with any Redirection Notice believed by Senior Lender or a Junior Lender to have been delivered by such Junior Lender’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Junior Lender, and realize on any and all collateral granted by the applicable Junior Lender to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Senior Lender and each of the other Junior Lenders shall recognize Loan Pledgee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Junior Lender’s rights, remedies and obligations under this Agreement and the Junior Loan Documents and any such Loan Pledgee or Qualified Transferee shall assume in writing (for the benefit of Senior Lender and the other Junior Lenders and their respective successors and assigns) the obligations of the applicable Junior Lender hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Junior Lender’s obligations hereunder prior to such realization on such collateral. The rights of each Loan Pledgee under this Section 16 shall remain effective unless and until each Loan Pledgee shall have notified the Senior Lender and Junior Lenders in writing that its interest in the applicable Junior Loan has terminated.

(b) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Junior Lender, then such Conduit will be a permitted “Loan Pledgee” despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) the loan (the “Conduit Inventory Loan”) made by the Conduit to the Junior Lender to finance the acquisition and holding of its interest in the Junior Lender’s Junior Loan will require a third party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) the Conduit Credit Enhancer and, if required by any Rating Agency, the administrator of the Conduit will be a Qualified Transferee;

(iii) the pledging Junior Lender will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Junior Loan to the Conduit as collateral for the Conduit Inventory Loan;

(iv) the Conduit Credit Enhancer and the Conduit will agree that, if Junior Lender defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Junior Lender,

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the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Junior Lender’s interest in the Junior Loan to the Conduit Credit Enhancer; and

(v) unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Junior Loan pledged by the Junior Lender, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

Section 17. Obligations Hereunder Not Affected. (a) All rights, interests, agreements and obligations of Senior Lender and each Junior Lender under this Agreement shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of any of the Senior Loan Documents or any of the Junior Loan Documents or any other agreement or instrument relating thereto;

(ii) any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of or consent to or departure from any guaranty, for all or any portion of the Senior Loan or the Junior Loans;

(iii) any manner of application of collateral, or proceeds thereof, to all or any portion of the Senior Loan or the Junior Loans, or any manner of sale or other disposition of any collateral for all or any portion of the Senior Loan or the Junior Loans or any other assets of Senior Borrower or Junior Borrowers or any other Affiliates of Senior Borrower or any Junior Borrower;

(iv) any change, restructuring or termination of the ownership structure or existence of Senior Borrower, Junior Borrowers or any other Affiliates of Senior Borrower; or

(v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Senior Borrower, any Junior Borrower or a subordinated creditor or Senior Lender or any Junior Lender subject to the terms hereof.

(b) This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of all or any portion of the Senior Loan or a Junior Loan is rescinded or must otherwise be returned by Senior Lender or a Junior Lender upon the insolvency, bankruptcy or reorganization of Senior Borrower or a Junior Borrower or otherwise, all as though such payment had not been made.

Section 18. Notices. All notices, consents, approvals and requests (any of the foregoing, a “Notice”) required or permitted hereunder shall be given in writing and shall be effective for all purposes if (i) hand-delivered; (ii) sent by (A) certified or registered United States mail, postage prepaid, return receipt requested or (B) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (iii) sent by telecopier (with advice by telephone to recipient that a telecopy notice is

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forthcoming and a machine-generated confirmation of successful transmission), addressed to the party to be so notified at its address set forth on Exhibit M (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section). A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming. If and to the extent that the Servicing Agreement remains in effect, and if and to the extent that BOA (in its capacity as Directing Senior Lender or a Directing Junior Lender, as the case may be) is required pursuant to the Servicing Agreement or pursuant to this Agreement to provide a Notice (under or with respect to this Agreement) to any party to this Agreement, then such Notice requirement may be satisfied by BOA (i) posting such Notice on the “Harrah’s” website maintained by or on behalf of BOA (as servicer), or causing such Notice to be so posted, and (ii) forwarding an email to the persons or parties to which such Notice must be provided (at email addresses maintained for such purposes by BOA or the company or Person maintaining such website) indicating that Notice to be provided in accordance with this Agreement has been posted and a prompt reply is requested (or the matter is otherwise time-sensitive), provided, in each case, that such Notice parties have been provided with access to such website, and provided, further, that such notice is posted and email is sent within the timeframes required under the related Co-Lender Agreements.

Section 19. Estoppel. (a) Each Junior Lender shall, within ten (10) days following a request from Senior Lender or another Junior Lender, provide Senior Lender or such Junior Lender with a written statement setting forth the then current outstanding principal balance of the Junior Loan held by such Junior Lender, the aggregate accrued and unpaid interest under the Junior Loan held by such Junior Lender, and stating whether to such Junior Lender’s knowledge any default or Event of Default exists under the Junior Loan held by such Junior Lender or this Agreement.

(b) Senior Lender shall, within ten (10) days following a request from a Junior Lender, provide such Junior Lender with a written statement setting forth the then current outstanding principal balance of the Senior Loan, the aggregate accrued and unpaid interest under the Senior Loan, and stating whether to Senior Lender’s knowledge any default or Event of Default exists under the Senior Loan or this Agreement.

(c) Any statement provided pursuant to this Section 19 may be relied upon by any Loan Pledgee, any investor or participant in the Senior Loan or any Junior Loan, or any purchaser of the Senior Loan or any Junior Loan (or of any interest or a participation interest therein), but may not be relied upon by Senior Borrower, any Junior Borrower or any guarantor with respect to the Senior Loan or any Junior Loan.

Section 20. Further Assurances. So long as all or any portion of the Senior Loan or any Junior Loan remains unpaid and any Senior Loan Document encumbers the Premises or a Junior Loan Document encumbers the Equity Collateral, Senior Lender and each Junior Lender shall each execute, acknowledge and deliver in recordable form (if requested)

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and upon demand of the other, any other instruments or agreements reasonably required in order to carry out the provisions of this Agreement or to effectuate the intent and purposes hereof.

Section 21. No Third Party Beneficiaries; No Modification. (a) The parties hereto do not intend the benefits of this Agreement to inure to Senior Borrower, any Junior Borrower or any other Person other than the parties hereto, their successors and permitted assigns and each Loan Pledgee.

(b) This Agreement may not be changed or terminated orally, but only by an agreement in writing signed by the Required Holders of the Senior Loan and each Junior Loan; provided, however, that no change or termination hereof that requires the consent or approval of the Senior Borrower or Junior Borrower pursuant to Section 9.11 of the Senior Loan Agreement or applicable Junior Loan Agreement shall be permitted other than in compliance with such section. If any Certificates are outstanding, this Agreement will not be amended in any material respect unless a Rating Agency Confirmation has been obtained with respect to such amendment.

Section 22. Successors and Assigns. This Agreement shall bind and inure to the benefit of all successors and permitted assigns of each Junior Lender and Senior Lender and each Loan Pledgee.

Section 23. Counterpart Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an original, and all of which together shall constitute one and the same agreement.

Section 24. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 25. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

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Section 26. No Waiver by Senior Lender or Junior Lenders. Senior Lender shall not be prejudiced in its rights under this Agreement by any act or failure to act by Senior Borrower or any Junior Lender, or any non-compliance of Senior Borrower or any Junior Lender with any agreement or obligation, regardless of any knowledge thereof which Senior Lender may have or with which Senior Lender may be charged; and no action of Senior Lender permitted hereunder shall in any way affect or impair the rights of Senior Lender and the obligations of Junior Lender under this Agreement. No delay on the part of Senior Lender in the exercise of any rights or remedies shall operate as a waiver thereof, and no single or partial exercise by Senior Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Senior Lender except as expressly set forth in a writing duly signed and delivered on behalf of Senior Lender pursuant to Section 21(b) of this Agreement. No Junior Lender shall be prejudiced in its rights under this Agreement by any act or failure to act by Senior Borrower or Senior Lender or any Junior Borrower or other Junior Lender, or any non-compliance of Senior Borrower or Senior Lender or any Junior Borrower or other Junior Lender with any agreement or obligation, regardless of any knowledge thereof which Junior Lender may have or with which Junior Lender may be charged; and no action of any Junior Lender permitted hereunder shall in any way affect or impair the rights of such Junior Lender and the obligations of Senior Lender and any other Junior Lenders under this Agreement. No delay on the part of Junior Lender in the exercise of any rights or remedies shall operate as a waiver thereof, and no single or partial exercise by Junior Lender of any right or remedy shall preclude other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon Junior Lender except as expressly set forth in a writing duly signed and delivered on behalf of Junior Lender pursuant to Section 21(b) of this Agreement. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 27. No Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy-in-common or joint tenancy relationship between or among any of the parties hereto.

Section 28. Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference, and are not and shall not be deemed to be a part hereof.

Section 29. Conflicts. In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and conditions of any of the Senior Loan Documents or the Junior Loan Documents, the terms and conditions of this Agreement shall prevail, as between Senior Lender and each Junior Lender, but shall not inure to the benefit of Senior Borrower or any Junior Borrower.

Section 30. No Release. Nothing herein contained shall operate (a) to release Senior Borrower from (i) its obligation to keep and perform all of the terms, conditions, obligations, covenants and agreements contained in the Senior Loan Documents or (ii) any liability of Senior Borrower under the Senior Loan Documents or (b) to release any Junior Borrower from (i) its obligation to keep and perform all of the terms, conditions, obligations, covenants and agreements contained in the applicable Junior Loan Documents or (ii) any liability of a Junior Borrower under its respective Junior Loan Documents.

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Section 31. Continuing Agreement. This Agreement is a continuing agreement and shall remain in full force and effect until the earliest to occur of (x) payment in full of the Senior Loan and all of the Junior Loans, (y) transfer of title to the Junior Lenders of their respective Separate Collateral (provided, however, in such instance this Agreement shall terminate with respect to any Junior Lender who acquires title to its respective Equity Collateral and any applicable Subordinate Junior Lenders (regardless of whether they acquire title to their respective Equity Collateral)) or (z) the transfer of all of the Premises by foreclosure of the Senior Loan Documents or the exercise of power of sale contained therein by deed-in-lieu of foreclosure; provided, however, that any rights or remedies of any party hereto arising out of any breach of any provision hereof occurring prior to the date of termination shall survive such termination. In the event the Senior Loan is repaid in full, (x) the Senior Junior Lender with the highest priority shall have the right to exercise all of the rights granted to Senior Lender pursuant to this Agreement and shall, from and after the repayment in full, be deemed to be the “Senior Lender” and to be the holder of the “Senior Loan” for all purposes without requiring the amendment of this Agreement, (y) references hereafter to the Senior Loan Agreement shall be deemed to be references to the First Mezzanine Loan Agreement and (z) references to “transfer of the Premises by foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure” (or words of similar import) shall be deemed to be references to transfer of the First Mezzanine Lender’s Equity Collateral pursuant to any Equity Collateral Enforcement Action. Notwithstanding the foregoing provisions of this Section 31, in the event the Senior Loan or any Junior Loan is repaid in full, the Senior Lender or Junior Lender that was the holder of such repaid loan shall have no further rights under this Agreement, but this Agreement shall remain in effect as to any outstanding Junior Lender. Notwithstanding any termination of this Agreement with respect to any party hereto, each Junior Lender and Senior Lender a party hereto agrees that the restrictions regarding release of collateral set forth in Section 8 above shall remain enforceable with respect to any letter(s) of credit held by Senior Lender or any Junior Lender except as may be required pursuant to the Senior Loan Documents, the applicable Junior Loan Documents or applicable law.

Section 32. Severability. In the event that any provision of this Agreement or the application hereof to any party hereto shall, to any extent, be invalid or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall same affect the validity or enforceability of any other provision of this Agreement.

Section 33. Expenses. (a) To the extent not paid by Senior Borrower or out of or from any collateral securing the Senior Loan which is realized by Senior Lender, each Junior Lender agrees upon demand to pay to Senior Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which Senior Lender may incur in connection with the

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(i) exercise or enforcement of any of the rights of Senior Lender against such Junior Lender hereunder to the extent that Senior Lender is the prevailing party in any dispute with respect thereto or (ii) failure by such Junior Lender to perform or observe any of the provisions hereof.

(b) To the extent not paid by a Junior Borrower out of or from any collateral securing the related Junior Loan which is realized by the applicable Junior Lender, Senior Lender agrees upon demand to pay to such Junior Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which such Junior Lender may incur in connection with the (i) exercise or enforcement of any of the rights of such Junior Lender against Senior Lender hereunder to the extent that such Junior Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Senior Lender to perform or observe any of the provisions hereof.

(c) To the extent not paid by a Junior Borrower out of or from any collateral securing the related Junior Loan which is realized by the applicable Junior Lender, each other Junior Lender agrees upon demand to pay to such Junior Lender the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which such Junior Lender may incur in connection with the (i) exercise or enforcement of any of the rights of such Junior Lender against such other Junior Lender hereunder to the extent that such Junior Lender is the prevailing party in any dispute with respect thereto or (ii) failure by such other Junior Lender to perform or observe any of the provisions hereof.

Section 34. Injunction. Each party to this Agreement acknowledges (and waives any defense based on a claim) that monetary damages are not an adequate remedy to redress a breach by the other hereunder and that a breach by any party hereunder would cause irreparable harm to any other party to this Agreement. Accordingly, each party to this Agreement agrees that upon a breach of this Agreement by any other party, the remedies of injunction, declaratory judgment and specific performance shall be available to such non-breaching party.

Section 35. Mutual Disclaimer. (a) Senior Lender and the Junior Lenders are each sophisticated lenders and/or investors in real estate and their respective decision to enter into the Senior Loan and the Junior Loans is based upon their own independent expert evaluation of the terms, covenants, conditions and provisions of, respectively, the Senior Loan Documents and the Junior Loan Documents and such other matters, materials and market conditions and criteria which each of Senior Lender and the Junior Lenders deem relevant. Each of Senior Lender and each of the Junior Lenders has not relied in entering into this Agreement, and respectively, the Senior Loan, the Senior Loan Documents, the Junior Loans and the Junior Loan Documents upon any oral or written information, representation, warranty or covenant from any other party hereto (or any oral or written information, representation, warranty or covenant from any other party’s representatives, employees, Affiliates or agents) other than the representations and warranties, if any, of such other party contained herein and therein. Each of Senior Lender and each of the Junior Lenders further acknowledges that no employee, agent or representative of the other has been authorized to make, and that each of Senior Lender and the Junior Lenders have not relied upon, any statements, representations, warranties or covenants other than those specifically contained in this Agreement. Without

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limiting the foregoing, each of Senior Lender and each of the Junior Lenders acknowledges that the other has made no representations or warranties as to the Senior Loan or the Junior Loans or the Premises except as set forth herein (including, without limitation, the cash flow of the Premises, the value, marketability, condition or future performance thereof, the existence, status, adequacy or sufficiency of the leases, the tenancies or occupancies of the Premises, or the sufficiency of the cash flow of the Premises, to pay all amounts which may become due from time to time pursuant to the Senior Loan or the Junior Loans).

(b) Each of Senior Lender and each of the Junior Lenders acknowledges that the Senior Loan, the Senior Loan Documents, each of the Junior Loans, and each of the Junior Loan Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Senior Lender and each of the Junior Lenders acknowledges that the other are distinct separate lenders with distinct and separate loans with various rights and remedies with respect to the Premises which are not in all respects aligned.

Section 36. Indemnification. Each Junior Lender shall, as to notices delivered by it, indemnify Senior Lender from and against any and all liabilities, obligations, losses, damages, penalties and expenses of any kind or nature whatever that may be imposed on, incurred by or asserted against Senior Lender in any manner relating to or arising out of Senior Lender’s good faith reliance on any notice of default delivered by such Junior Lender to Senior Lender pursuant to which any excess cash flow that would otherwise be remitted to Senior Borrower pursuant to the Senior Loan Documents is instead transferred to such Junior Lender pursuant to the its respective Junior Loan Documents.

Section 37. Affiliate Lender/Affiliate Holder. (a) Notwithstanding anything in this Agreement to the contrary, without limiting or obviating (or intending to limit or obviate) the restrictions on Transfer set forth in Section 5, and except as otherwise specifically provided in this Section 37:

(I) each Affiliate Holder and each Affiliate Lender agrees that it shall not be entitled to exercise (or to cause to be exercised, through the exercise of voting rights, contracts rights, or otherwise) any of the benefits, rights (including, but not limited to, consent, consultation and approval rights) or remedies available to Junior Lenders or the Senior Lender pursuant to this Agreement under (1) Section 5(a), with regard to any approval rights that Senior Lender or Senior Junior Lender may have thereunder, (2) Section 5(d), with regard to any designation rights that the holder of any interest in a Junior Loan may have thereunder (it being understood that the 50% threshold applied in connection with any such designation shall be determined without regard to the interests held by any Affiliate Holders), (3) Section 6 (except to the extent permitted under Section 37(e) hereof), (4) Section 8 (provided that in no event shall the same affect any obligations of such Affiliate Lender to consent to proposed modifications of Senior Loan Documents or Junior Loan Documents, so as to permit such modifications to take effect, in accordance with subparagraph (f) of Section 8), (5) Sections 10(c)-(d), (6) Sections 12(a)(ii) (i.e., with respect to non-monetary defaults with respect to the Senior Loan) or Section 12(b)(ii) (i.e., with respect to non-monetary defaults with respect to any Senior Junior Loan), (7) Section 13, (8) Sections 15(a)-(c), (f), (g), (h), (i), (k), (l), (m) and (n), (9) Section 19(a), if any estoppel is required thereunder to be

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delivered in favor of such Junior Lender, or Section 19(b), or (10) Section 34 hereof or to make any Protective Advances pursuant to or in connection with the applicable Junior Loan Documents or Senior Loan Documents (any of the foregoing rights and remedies being hereinafter collectively referred to as the “Restricted Rights”); and

(II) subject to provisions of Section 37(e) below, any Non-Affiliate Holder or Holders shall be entitled to exercise each of the Restricted Rights on behalf of its related Junior Lender and Junior Loan (or on behalf of Senior Lender and the Senior Loan, if applicable), provided, however, that (i) the applicable Co-Lender Agreement specifically prohibits the Affiliate Holders from voting on, giving any advice or recommendation relating to, being involved in any consultations relating to, participating in, or otherwise exercising any of the Restricted Rights (each, an “Affiliate Participation Action”) (the parties to such Co-Lender Agreement agreeing not to amend or modify such Co-Lender Agreement in contravention of the terms contained in this Section 37 without the approval of Senior Lender and the other Junior Lenders in their sole discretion) (it being understood that the Affiliate Holder’s paying or reimbursing any Non-Affiliate Holder its allocable share of any costs and expenses incurred or to be incurred by virtue of any such Non-Affiliate Holder’s exercise of such rights and such Affiliate Holder’s receiving of any documents or information not in violation of clause (vii) below shall not, in and of themselves, be deemed to be an Affiliate Participation Action), (ii) a copy (certified as true and correct by the applicable Non-Affiliate Holder and Affiliate Holder) of such Co-Lender Agreement is delivered to Senior Lender and the other Junior Lenders, (iii) the applicable Non-Affiliate Holder certifies to the Senior Lender, the other Junior Lenders and any servicer or trustee of the Senior Loan or of any of the other Junior Loans that it is a Non-Affiliate Holder, (iv) the applicable Non-Affiliate Holder certifies to the Senior Lender and the other Junior Lenders, and any servicer or trustee for any of the Senior Loan or any other Junior Loan, that it is exercising such rights not at the request or direction of any Affiliate Holder and that such Non-Affiliate Holder did not consider the interests of Senior Borrower, any Junior Borrower or any direct or indirect equity owner in Senior Borrower (in such capacity) in connection with such exercise, and (v) the Non-Affiliate Holder agrees in writing that it shall keep confidential and not provide copies to any Affiliate Holder of any reports, correspondence or other information provided by Senior Lender or any other Junior Lender that Senior Lender or any other Senior Junior Lender reasonably determines should not be disclosed to the Affiliate Holder in connection with the exercise of any Restricted Rights by such Non-Affiliate Holder.

For the avoidance of doubt, the Junior Lenders acknowledge that the Co-Lender Agreements in existence on the date hereof satisfy the requirements of subclause (i) above and that the requirement (in subclause (ii) above) that a copy of each Co-Lender Agreement be delivered to the Senior Lender and each Junior Lender has been satisfied on the date hereof. In addition, without limiting the generality of any of the provisions of this Agreement, Senior Lender and each Junior Lender agree that if it shall own, directly or indirectly, any economic, legal or other beneficial ownership interest in the Senior Borrower or any Junior Borrower solely by virtue of foreclosing (or accepting a transfer-in-lieu thereof) on other Junior Loans or Junior Notes (or interests therein) held by it, then, in exercising any right or granting or withholding any consent

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under this Agreement or the Senior Loan Documents, Senior Junior Loan Documents or Junior Loan Documents, as applicable (with respect to the Senior Loan or any Junior Loan other than the Senior Loan or Junior Loan, as applicable, that is the subject of such foreclosure or transfer-in-lieu thereof), it shall not take into account its respective interests as holder of the equity in the applicable Junior Borrower or Senior Borrower and instead shall exercise such right or grant and withhold such consent solely on account of its status as a holder of a Junior Loan or the Senior Loan, as applicable.

(b) Without limiting any restrictions that may be set forth in Section 11(d), each Junior Lender that is an Affiliate Lender and each Affiliate Holder with respect to a Junior Loan agrees that it shall not, and shall not solicit any Person to and shall not direct or cause its related Junior Borrower or any member of the Junior Borrower Group for such Junior Borrower or any Person to: (1) commence any Proceeding against or involving its related Junior Borrower, or any Operating Company; (2) institute proceedings to have its related Junior Borrower or any Operating Company adjudicated a bankrupt or insolvent; (3) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against its related Junior Borrower or any Operating Company; (4) file a petition or consent to the filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of its related Junior Borrower or any Operating Company; (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for its related Junior Borrower, Separate Collateral for its related Junior Loan (or any portion thereof) or any other collateral securing its related Junior Loan (or any portion thereof), or any Operating Company; (6) make an assignment for the benefit of any creditor of its related Junior Borrower, or any Operating Company; (7) seek to consolidate the Separate Collateral for its related Junior Loan (or any portion thereof) or any other assets of its related Junior Borrower (or any Operating Company) with the assets of any other Junior Borrower or Senior Borrower or any member of the applicable Junior Borrower Group or any SPE Constituent Entity in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; (8) seek to consolidate its related Junior Borrower (or any Operating Company) with any other Junior Borrower or Senior Borrower or any member of the Junior Borrower Group for any other Junior Borrower or any SPE Constituent Entity; or (9) take any action in furtherance of any of the foregoing. In connection with the foregoing, each Co-Lender Agreement shall require each Affiliate Holder (with respect to each Junior Loan) to appoint the Non-Affiliate Holders (with respect to such Junior Loan) as its or their attorney-in-fact, which appointment shall be irrevocable and coupled with an interest, for the purpose of appearing in any Proceeding involving the Junior Loan in question, the applicable Junior Borrower or any Operating Company.

(c) Without limiting any restrictions that may be set forth in Section 11(d), the Senior Lender (if it is an Affiliate Lender) and each Affiliate Holder with respect to the Senior Loan agrees that it shall not, and that it shall not solicit any Person to or direct or cause Senior Borrower or any other entity in the Borrower Group or any other Person to: (1) commence any Proceeding against Senior Borrower, any SPE Constituent Entity or any Operating Company; (2) institute proceedings to have Senior Borrower, any SPE Constituent Entity or any Operating Company adjudicated a bankrupt or insolvent; (3) consent to, or acquiesce in, the institution of bankruptcy or insolvency proceedings against Senior Borrower, any SPE Constituent Entity or any Operating Company; (4) file a petition or consent to the

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filing of a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief by or on behalf of Senior Borrower, any SPE Constituent Entity or any Operating Company; (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for Senior Borrower, any SPE Constituent Entity or any Operating Company or a substantial portion of any of its respective property, including without limitation, the Premises, or any portion thereof, and any other collateral securing the Senior Loan, or any portion thereof; (6) make an assignment for the benefit of any creditor of Senior Borrower, any SPE Constituent Entity or any Operating Company; (7) seek to consolidate the Premises or any other assets of Senior Borrower or any SPE Constituent Entity (or any Operating Company) with the assets of any Junior Borrower or any member of the Borrower Group in any proceeding relating to bankruptcy, insolvency, reorganization or relief of debtors; (8) seek to consolidate Senior Borrower (or any Operating Company) with any Junior Borrower or any member of Borrower Group or any SPE Constituent Entity; or (9) take any action in furtherance of any of the foregoing. In connection with the foregoing, each Co-Lender Agreement binding upon holders of interests in the Senior Loan shall require each Affiliate Holder (with respect to the Senior Loan) to appoint the Non-Affiliate Holders (with respect to the Senior Loan) as its or their attorney-in-fact, which appointment shall be irrevocable and coupled with an interest, for the purpose of appearing in any Proceeding involving the Senior Loan, the Senior Borrower or any Operating Company.

(d) In addition, and without limiting the generality of the foregoing provisions of this Section 37, each Affiliate Lender and each Affiliate Holder shall be subject to the following limitations and restrictions:

(i) no Affiliate Lender or Affiliate Holder shall take any of the following actions (or cause or permit, through the exercise of voting rights, contract rights or otherwise, any of the following actions to be taken by any other Person):

(A) take, sue for, ask or demand from the Senior Borrower or any Senior Junior Borrower any payment on account of the Junior Loan held by such Affiliate Lender (or held in part by such Affiliate Holder);

(B) commence any judicial or non-judicial action or proceeding to (I) collect the Rents, or (II) have a receiver appointed to collect the Rents or take any other actions with respect to the Premises;

(C) interfere with Senior Lender or any Senior Junior Lender in its administration and enforcement of the Senior Loan or the applicable Senior Junior Loan or exercise of their respective rights and remedies thereunder and pursuant to the Senior Loan Documents or the applicable Senior Junior Loan Documents;

(D) terminate, issue any notice or default letter or commence any proceeding under, or amend or modify or supplement, any Operating Lease;

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(E) commence, prosecute or participate in any suit, action, case or proceeding against Senior Borrower or any Senior Junior Borrower in violation of the express provisions of this Agreement or violate any of the other express terms or provisions of this Agreement (and, in the event of any such violation, Senior Lender or such Senior Junior Lender may intervene and interpose such defense or plea as it shall elect, including that of a bad faith filing by such Affiliate Lender or Affiliate Holder, and shall, in any event, be entitled to restrain such actions in the same suit, action, case or proceeding or in any independent suit, action, case or proceeding); or

(F) enforce against Senior Borrower or any Senior Junior Borrower any right of such Affiliate Lender or Affiliate Holder to approve, consent to or set standards with respect to (i) any lease for any portion of the Premises, (ii) any operating or capital budget for the Premises, (iii) any proposed alteration or modification of the Premises, or (iv) any other matter relating to the operation, maintenance, management, repair and leasing of the Premises;

(ii) such Affiliate Lender and such Affiliate Holder shall not be entitled to (and hereby waives any right which it would otherwise have to require) promptness, diligence, notice of acceptance or any other notice with respect to the Senior Loan or any Junior Loan (and hereby acknowledges that Senior Lender or any Junior Lender shall have no obligation to protect, secure, perfect or insure any security interest or lien on any property for the benefit of such Affiliate Lender or Affiliate Holder, or exhaust any right or take any action against Senior Borrower or any Junior Borrower or any other Person or property solely for the benefit of such Affiliate Lender or Affiliate Holder);

(iii) no Affiliate Lender or Affiliate Holder shall be entitled to (and hereby waives any right which it would otherwise have to receive) default interest or late fees or charges under or in respect of its Junior Loan (or under the Senior Loan, if applicable); and

(iv) notwithstanding any provisions of this Agreement to the contrary, following the occurrence of any Event of Default (under the Senior Loan or under any of the Junior Loans), no such Affiliate Lender or Affiliate Holder shall be entitled to (and hereby waives any right which it would otherwise have to receive) any “asset status reports” or any correspondence or materials or Notices (among the Senior Lender and the other Junior Lenders, or otherwise) regarding or relating to any workout discussions or litigation or foreclosure strategy (or potential litigation strategy) involving any of the Junior Loans or the Senior Loan.

(e) Notwithstanding anything contained in this Agreement to the contrary, with respect to any Affiliate Loans, only the Affiliate Lender that is the most subordinate Junior Lender may exercise its rights pursuant to and in accordance with Sections 6 and 10(d) to foreclose or commence a foreclosure action or otherwise realize upon any of its Equity Collateral (or accept title to such Equity Collateral or real or personal property in lieu of foreclosure); provided, however, that no foreclosure action or other actions by an Affiliate

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Lender to realize upon any Equity Collateral or like action (including a consolidated foreclosure as permitted under the following sentence) shall exceed sixty (60) days, in the aggregate, from commencement to ultimate conclusion. Notwithstanding the foregoing, to the extent that an Affiliate Lender owns several (but in all cases the most subordinate) Junior Loans (in each case as an Affiliate Lender) that are contiguous, then the Affiliate Lender that owns such subordinate Junior Loans shall have the rights set forth in this subparagraph (e) provided that (and only if) a concurrent foreclosure is legally and otherwise permitted with respect to such subordinate Junior Loans and can be completed within sixty (60) days (from commencement to completion).

(f) Notwithstanding anything herein contained to the contrary, an Affiliate Lender that is a Junior Lender may exercise its rights pursuant to Section 14 hereof so long as such Affiliate Lender also pays as part of the Senior Loan Purchase Price or Senior Junior Loan Purchase Price, as applicable, any liquidated damage amount, any exit fees, any prepayment premiums or fees, any spread maintenance or yield maintenance charges, any late fees or charges, any special servicing, workout or liquidation fees of any nature, and any default interest incurred or accrued with respect to the Senior Loan and each Senior Junior Loan.

Section 38. Discounted Pay-offs.

(a) This will confirm that, notwithstanding anything to the contrary in this Agreement, the Senior Loan Documents or any of the Junior Loan Documents (including, without limitation, any provisions of any such documents requiring that voluntary prepayments be applied pro rata and pari passu among the notes comprising the Senior Note or each Junior Note, as applicable, or any provisions of such documents requiring that consents of Junior Lenders be obtained to voluntary prepayments of Senior Junior Loans or the Senior Loan) or any agreement among Mortgage Note Holders or any agreement among Mezzanine Note Holders, each Person that holds one (or several) of the Senior Notes or one (or several) of the Junior Notes may accept a full or partial prepayment of any such note or notes (or severed notes, in the case of partial prepayments) in connection with a discounted pay-off and cancellation of any such note as permitted in the Note Sales Agreement, without first obtaining the consent or approval of any other Person. In connection therewith, notwithstanding anything to the contrary in this Agreement, the Senior Loan Documents or any of the Junior Loan Documents,

(i) Senior Lender and each Junior Lender hereby irrevocably consents to (I) the waiver of any term or condition of the Senior Loan Documents, the Junior Loan Documents, this Agreement or any Co-Lender Agreement that could otherwise prohibit a discounted pay-off as permitted in the Note Sales Agreement, and (II) a full or partial prepayment of any note comprising the Senior Note or any Junior Note in connection with any such discounted pay-off as permitted in the Note Sales Agreement;

(ii) (y) no Junior Lender shall require a prepayment of its Junior Loan in connection with the full or partial prepayment of the Senior Loan or interest therein or any other Junior Loan or interest therein that occurs as a result of, or otherwise in connection with, a discounted pay-off as permitted in the Note Sales Agreement, and

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(z) Senior Lender shall not require a prepayment of the Senior Loan in connection with the full or partial prepayment of any Junior Loan or interest therein that occurs as a result of, or otherwise in connection with, any such discounted pay-off.

(b) The parties acknowledge and agree that the discounted pay-offs described in this Section 38 are not Transfers subject to the provisions of Section 5 hereof.

Section 39. Collateral Agent. The Collateral Agent (Senior Loan), Collateral Agent (First Mezzanine Loan), Collateral Agent (Second Mezzanine Loan), Collateral Agent (Third Mezzanine Loan), Collateral Agent (Fourth Mezzanine Loan), Collateral Agent (Fifth Mezzanine Loan), Collateral Agent (Sixth Mezzanine Loan), Collateral Agent (Seventh Mezzanine Loan), Collateral Agent (Eighth Mezzanine Loan) and Collateral Agent (Ninth Mezzanine Loan) each hereby represents, warrants and covenants that it shall not take any action that is reserved for any servicer or the Senior Lender or related Junior Lender, as applicable, under this Agreement or the related Co-Lender Agreement, except to the extent directed by such servicer in accordance with the terms of the related Co-Lender Agreement.

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IN WITNESS WHEREOF, Senior Lender and the Junior Lenders have executed this Agreement as of the date and year first set forth above.

SENIOR LENDER:
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation
By:	/s/ Authorized Signatory
	Name:
	Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:

FIRST MEZZANINE LENDER:
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation
By:	/s/ Authorized Signatory
	Name:
	Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland
	By: GSO Capital Partners LP as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:

SECOND MEZZANINE LENDER:
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation
By:	/s/ Authorized Signatory
	Name:
	Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland
	By: GSO Capital Partners LP as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
THIRD MEZZANINE LENDER:
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:

BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:

BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland
	By: GSO Capital Partners LP as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
FOURTH MEZZANINE LENDER:
JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:

CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:
BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland
	By: GSO Capital Partners LP as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:

GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
FIFTH MEZZANINE LENDER:
CITIBANK, N.A., a banking association chartered under the laws of the United States of America
By:	/s/ Authorized Signatory
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:

BLACKSTONE SPECIAL FUNDING (IRELAND) (SUCCESSOR IN INTEREST TO GERMAN AMERICAN CAPITAL CORPORATION), a private unlimited company incorporated under the laws of Ireland
	By: GSO Capital Partners LP as Manager
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:

SIXTH MEZZANINE LENDER:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation
By:	/s/ Authorized Signatory
	Name:
	Title:
By:	/s/ Authorized Signatory
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
SEVENTH MEZZANINE LENDER:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Authorized Signatory
	Name:
	Title:

GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
EIGHTH MEZZANINE LENDER:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:
NINTH MEZZANINE LENDER:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Authorized Signatory
	Name:
	Title:

Agreed and acknowledged:

BANK OF AMERICA, N.A., a banking association chartered under the laws of the United States of America, as each Collateral Agent
By:	/s/ Authorized Signatory
	Name:
	Title:

SCHEDULE 1

Senior Borrowers

Harrah’s Las Vegas Propco, LLC

Harrah’s Atlantic City Propco, LLC

Rio Propco, LLC

Flamingo Las Vegas Propco, LLC

Paris Las Vegas Propco, LLC

Harrah’s Laughlin Propco, LLC

I-1

First Mezzanine Borrower

Harrah’s Las Vegas Mezz 1, LLC

Harrah’s Atlantic City Mezz 1, LLC

Rio Mezz 1, LLC

Flamingo Las Vegas Mezz 1, LLC

Paris Las Vegas Mezz 1, LLC

Harrah’s Laughlin Mezz 1, LLC

Second Mezzanine Borrower

Harrah’s Las Vegas Mezz 2, LLC

Harrah’s Atlantic City Mezz 2, LLC

Rio Mezz 2, LLC

Flamingo Las Vegas Mezz 2, LLC

Paris Las Vegas Mezz 2, LLC

Harrah’s Laughlin Mezz 2, LLC

Third Mezzanine Borrower

Harrah’s Las Vegas Mezz 3, LLC

Harrah’s Atlantic City Mezz 3, LLC

Rio Mezz 3, LLC

Flamingo Las Vegas Mezz 3, LLC

Paris Las Vegas Mezz 3, LLC

Harrah’s Laughlin Mezz 3, LLC

I-1

Fourth Mezzanine Borrower

Harrah’s Las Vegas Mezz 4, LLC

Harrah’s Atlantic City Mezz 4, LLC

Rio Mezz 4, LLC

Flamingo Las Vegas Mezz 4, LLC

Paris Las Vegas Mezz 4, LLC

Harrah’s Laughlin Mezz 4, LLC

Fifth Mezzanine Borrower

Harrah’s Las Vegas Mezz 5, LLC

Harrah’s Atlantic City Mezz 5, LLC

Rio Mezz 5, LLC

Flamingo Las Vegas Mezz 5, LLC

Paris Las Vegas Mezz 5, LLC

Harrah’s Laughlin Mezz 5, LLC

Sixth Mezzanine Borrower

Harrah’s Las Vegas Mezz 6, LLC

Harrah’s Atlantic City Mezz 6, LLC

Rio Mezz 6, LLC

Flamingo Las Vegas Mezz 6, LLC

Paris Las Vegas Mezz 6, LLC

Harrah’s Laughlin Mezz 6, LLC

I-2

Seventh Mezzanine Borrower

Harrah’s Las Vegas Mezz 7, LLC

Harrah’s Atlantic City Mezz 7, LLC

Rio Mezz 7, LLC

Flamingo Las Vegas Mezz 7, LLC

Paris Las Vegas Mezz 7, LLC

Harrah’s Laughlin Mezz 7, LLC

Eighth Mezzanine Borrower

Harrah’s Las Vegas Mezz 8, LLC

Harrah’s Atlantic City Mezz 8, LLC

Rio Mezz 8, LLC

Flamingo Las Vegas Mezz 8, LLC

Paris Las Vegas Mezz 8, LLC

Harrah’s Laughlin Mezz 8, LLC

Ninth Mezzanine Borrower

Harrah’s Las Vegas Mezz 9, LLC

Harrah’s Atlantic City Mezz 9, LLC

I-3

Rio Mezz 9, LLC

Flamingo Las Vegas Mezz 9, LLC

Paris Las Vegas Mezz 9, LLC

Harrah’s Laughlin Mezz 9, LLC

I-4

EXHIBIT A

(Senior Loan Documents)

All Senior Loan Documents dated as of August 31, 2010, unless otherwise indicated.

1. Senior Loan Agreement

2. Amended and Restated Guaranty Agreement

3. Amended and Restated Guaranty Agreement (FF&E)

4. Collateral Assignment of Interest Rate Cap Agreement

5. Amended and Restated Environmental Indemnity Agreement

6. Second Amended and Restated Promissory Note A-1

7. Second Amended and Restated Promissory Note A-2

8. Second Amended and Restated Promissory Note A-3

9. Second Amended and Restated Promissory Note A-4

10. Second Amended and Restated Promissory Note A-5

11. Second Amended and Restated Promissory Note A-6

12. Second Amended and Restated Promissory Note A-7

13. Second Amended and Restated Promissory Note A-8

14. Second Amended and Restated Promissory Note A-9

15. One (1) Mortgage and Security Agreement dated as of January 28, 2008

16. One (1) Assignment of Mortgage and Security Agreement (Initial Lenders)

17. One (1) Amendment to and Assignment of Mortgage and Security Agreement (Collateral Agent)

18. Three (3) Deeds of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents dated as of January 28, 2008

19. Two (2) Deeds of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents dated as of May 22, 2008

20. Five (5) Assignment of Deeds of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents (Initial Lenders)

21. Five (5) Amendments to and Assignment of Deeds of Trust, Fixture Filing, Security Agreement and Assignment of Leases and Rents (Collateral Agent)

22. Four (4) Assignments of Leases and Rents dated as of January 28, 2008

23. Two (2) Assignments of Leases and Rents dated as of May 22, 2008

24. Six (6) Assignments of Assignment of Leases and Rents

25. Six (6) First Amendments to and Assignments of Assignment of Leases and Rents

26. Eleven (11) Subordinations of Amended and Restated Operating Lease

27. Eleven (11) Amended and Restated Operating Lease Guaranties

28. Four (4) Amended and Restated Deposit Account Control Agreements

29. Two (2) Amended and Restated Restricted Account Agreements (Access Restricted After Instructions)

30. Six (6) Working Capital Account Control Agreements

31. UCC-1 Financing Statements

32. UCC-3 Financing Statements

33. Escrow Instruction Letter

34. Amended and Restated Contribution Agreement dated as of May 22, 2008

35. Amended and Restated Operations and Maintenance Agreement dated as of May 22, 2008

36. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

37. Omnibus Amendment to Windstorm Intercreditor

38. Omnibus Assignment and Assumption (Initial Lenders)

39. Omnibus Amendment to and Assignment of Mortgage Loan Documents (Collateral Agent)

40. Omnibus Reaffirmation and Ratification of Guaranty Agreements (Gaming Facility)

41. Six (6) Amended and Restated Collateral Assignments of Rights Agreements

42. Title Policies

43. Six (6) Collateral Assignment of Management Agreements

44. One (1) Guaranty Agreement (Gaming Equipment) dated as of January 28, 2008

45. One (1) Guaranty Agreement (Gaming Equipment) dated as of February 20, 2008

46. One (1) Guaranty Agreement (Gaming Equipment) dated as of May 22, 2008

47. Trademark Security Agreements

EXHIBIT B

(First Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. First Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-1 (First Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-2 (First Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-3 (First Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-4 (First Mezzanine Loan)

6. Second Amended and Restated Promissory Note A-5 (First Mezzanine Loan)

7. Second Amended and Restated Promissory Note A-6 (First Mezzanine Loan)

8. Second Amended and Restated Promissory Note A-7 (First Mezzanine Loan)

9. Second Amended and Restated Promissory Note A-8 (First Mezzanine Loan)

10. Amended and Restated Guaranty Agreement (First Mezzanine Loan)

11. Amended and Restated Guaranty Agreement (FF&E) (First Mezzanine Loan)

12. First Mezzanine Pledge and Security Agreement

13. Ratification of Pledge and Security Agreement (First Mezzanine Loan)

14. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

15. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

16. Acknowledgment and Consent

17. Amended and Restated Environmental Indemnity Agreement (First Mezzanine Loan)

18. Collateral Assignment of Interest Rate Cap (First Mezzanine Loan)

19. Amended and Restated Contribution Agreement (First Mezzanine Loan) dated as of May 22, 2008

20. Amended and Restated Operations and Maintenance Agreement (First Mezzanine Loan) dated as of May 22, 2008

21. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

22. Omnibus Amendment to Windstorm Intercreditor

23. UCC-1 Financing Statement

24. UCC-3 Assignments of Financing Statements

25. UCC Policy

26. Escrow Letter

27. Omnibus Amendment and Assignment (Initial Lenders) (First Mezzanine Loan)

28. Assignment of Pledge and Security Agreement (First Mezzanine Loan) (Collateral Agent)

EXHIBIT C

(Second Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Second Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-1 (Second Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-2 (Second Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-3 (Second Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-4 (Second Mezzanine Loan)

6. Second Amended and Restated Promissory Note A-5 (Second Mezzanine Loan)

7. Second Amended and Restated Promissory Note A-6 (Second Mezzanine Loan)

8. Second Amended and Restated Promissory Note A-7 (Second Mezzanine Loan)

9. Second Amended and Restated Promissory Note A-8 (Second Mezzanine Loan)

10. Amended and Restated Guaranty Agreement (Second Mezzanine Loan)

11. Amended and Restated Guaranty Agreement (FF&E) (Second Mezzanine Loan)

12. Second Mezzanine Pledge and Security Agreement

13. Ratification of Pledge and Security Agreement (Second Mezzanine Loan)

14. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

15. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

16. Acknowledgment and Consent

17. Amended and Restated Environmental Indemnity Agreement (Second Mezzanine Loan)

18. Collateral Assignment of Interest Rate Cap (Second Mezzanine Loan)

19. Amended and Restated Contribution Agreement (Second Mezzanine Loan) dated as of May 22, 2008

20. Amended and Restated Operations and Maintenance Agreement (Second Mezzanine Loan) dated as of May 22, 2008

21. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

22. Omnibus Amendment to Windstorm Intercreditor

23. UCC-1 Financing Statement

24. UCC-3 Assignments of Financing Statements

25. UCC Policy

26. Escrow Letter

27. Omnibus Amendment and Assignment (Initial Lenders) (Second Mezzanine Loan)

28. Assignment of Pledge and Security Agreement (Second Mezzanine Loan) (Collateral Agent)

EXHIBIT D

(Third Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Third Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-1 (Third Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-2 (Third Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-3 (Third Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-4 (Third Mezzanine Loan)

6. Second Amended and Restated Promissory Note A-5 (Third Mezzanine Loan)

7. Second Amended and Restated Promissory Note A-6 (Third Mezzanine Loan)

8. Second Amended and Restated Promissory Note A-7 (Third Mezzanine Loan)

9. Second Amended and Restated Promissory Note A-8 (Third Mezzanine Loan)

10. Amended and Restated Guaranty Agreement (Third Mezzanine Loan)

11. Amended and Restated Guaranty Agreement (FF&E) (Third Mezzanine Loan)

12. Third Mezzanine Pledge and Security Agreement

13. Ratification of Pledge and Security Agreement (Third Mezzanine Loan)

14. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

15. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

16. Acknowledgment and Consent

17. Amended and Restated Environmental Indemnity Agreement (Third Mezzanine Loan)

18. Collateral Assignment of Interest Rate Cap (Third Mezzanine Loan)

19. Amended and Restated Contribution Agreement (Third Mezzanine Loan) dated as of May 22, 2008

20. Amended and Restated Operations and Maintenance Agreement (Third Mezzanine Loan) dated as of May 22, 2008

21. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

22. Omnibus Amendment to Windstorm Intercreditor

23. UCC-1 Financing Statement

24. UCC-3 Assignments of Financing Statements

25. UCC Policy

26. Escrow Letter

27. Omnibus Amendment and Assignment (Initial Lenders) (Third Mezzanine Loan)

28. Assignment of Pledge and Security Agreement (Third Mezzanine Loan) (Collateral Agent)

EXHIBIT E

(Fourth Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Fourth Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-1 (Fourth Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-2 (Fourth Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-3 (Fourth Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-4 (Fourth Mezzanine Loan)

6. Second Amended and Restated Promissory Note A-5 (Fourth Mezzanine Loan)

7. Second Amended and Restated Promissory Note A-6 (Fourth Mezzanine Loan)

8. Second Amended and Restated Promissory Note A-7 (Fourth Mezzanine Loan)

9. Second Amended and Restated Promissory Note A-8 (Fourth Mezzanine Loan)

10. Amended and Restated Guaranty Agreement (Fourth Mezzanine Loan)

11. Amended and Restated Guaranty Agreement (FF&E) (Fourth Mezzanine Loan)

12. Fourth Mezzanine Pledge and Security Agreement

13. Ratification of Pledge and Security Agreement (Fourth Mezzanine Loan)

14. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

15. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

16. Acknowledgment and Consent

17. Amended and Restated Environmental Indemnity Agreement (Fourth Mezzanine Loan)

18. Collateral Assignment of Interest Rate Cap (Fourth Mezzanine Loan)

19. Amended and Restated Contribution Agreement (Fourth Mezzanine Loan) dated as of May 22, 2008

20. Amended and Restated Operations and Maintenance Agreement (Fourth Mezzanine Loan) dated as of May 22, 2008

21. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

22. Omnibus Amendment to Windstorm Intercreditor

23. UCC-1 Financing Statement

24. UCC-3 Assignments of Financing Statements

25. UCC Policy

26. Escrow Letter

27. Omnibus Amendment and Assignment (Initial Lenders) (Fourth Mezzanine Loan)

28. Assignment of Pledge and Security Agreement (Fourth Mezzanine Loan) (Collateral Agent)

EXHIBIT F

(Fifth Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Fifth Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-3 (Fifth Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-4 (Fifth Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-5-1 (Fifth Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-5-2 (Fifth Mezzanine Loan)

6. Second Amended and Restated Promissory Note A-8 (Fifth Mezzanine Loan)

7. Amended and Restated Guaranty Agreement (Fifth Mezzanine Loan)

8. Amended and Restated Guaranty Agreement (FF&E) (Fifth Mezzanine Loan)

9. Fifth Mezzanine Pledge and Security Agreement

10. Ratification of Pledge and Security Agreement (Fifth Mezzanine Loan)

11. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

12. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

13. Acknowledgment and Consent

14. Amended and Restated Environmental Indemnity Agreement (Fifth Mezzanine Loan)

15. Collateral Assignment of Interest Rate Cap (Fifth Mezzanine Loan)

16. Amended and Restated Contribution Agreement (Fifth Mezzanine Loan) dated as of May 22, 2008

17. Amended and Restated Operations and Maintenance Agreement (Fifth Mezzanine Loan) dated as of May 22, 2008

18. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

19. Omnibus Amendment to Windstorm Intercreditor

20. UCC-1 Financing Statement

21. UCC-3 Assignments of Financing Statements

22. UCC Policy

23. Escrow Letter

24. Omnibus Amendment and Assignment (Initial Lenders) (Fifth Mezzanine Loan)

25. Assignment of Pledge and Security Agreement (Fifth Mezzanine Loan) (Collateral Agent)

EXHIBIT G

(Sixth Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Sixth Mezzanine Loan Agreement

2. Amended and Restated Promissory Note A-1 (Sixth Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-4 (Sixth Mezzanine Loan)

4. Second Amended and Restated Promissory Note A-5 (Sixth Mezzanine Loan)

5. Second Amended and Restated Promissory Note A-8 (Sixth Mezzanine Loan)

6. Amended and Restated Guaranty Agreement (Sixth Mezzanine Loan)

7. Amended and Restated Guaranty Agreement (FF&E) (Sixth Mezzanine Loan)

8. Sixth Mezzanine Pledge and Security Agreement

9. Ratification of Pledge and Security Agreement (Sixth Mezzanine Loan)

10. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

11. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

12. Acknowledgment and Consent

13. Amended and Restated Environmental Indemnity Agreement (Sixth Mezzanine Loan)

14. Collateral Assignment of Interest Rate Cap (Sixth Mezzanine Loan)

15. Amended and Restated Contribution Agreement (Sixth Mezzanine Loan) dated as of May 22, 2008

16. Amended and Restated Operations and Maintenance Agreement (Sixth Mezzanine Loan) dated as of May 22, 2008

17. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

18. Omnibus Amendment to Windstorm Intercreditor

19. UCC-1 Financing Statement

20. UCC-3 Assignments of Financing Statements

21. UCC Policy

22. Escrow Letter

23. Omnibus Amendment and Assignment (Initial Lenders) (Sixth Mezzanine Loan)

24. Assignment of Pledge and Security Agreement (Sixth Mezzanine Loan) (Collateral Agent)

EXHIBIT H

(Seventh Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Seventh Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-4 (Seventh Mezzanine Loan)

3. Second Amended and Restated Promissory Note A-8 (Seventh Mezzanine Loan)

4. Amended and Restated Guaranty Agreement (Seventh Mezzanine Loan)

5. Amended and Restated Guaranty Agreement (FF&E) (Seventh Mezzanine Loan)

6. Seventh Mezzanine Pledge and Security Agreement

7. Ratification of Pledge and Security Agreement (Seventh Mezzanine Loan)

8. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

9. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

10. Acknowledgment and Consent

11. Amended and Restated Environmental Indemnity Agreement (Seventh Mezzanine Loan)

12. Collateral Assignment of Interest Rate Cap (Seventh Mezzanine Loan)

13. Amended and Restated Contribution Agreement (Seventh Mezzanine Loan) dated as of May 22, 2008

14. Amended and Restated Operations and Maintenance Agreement (Seventh Mezzanine Loan) dated as of May 22, 2008

15. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

16. Omnibus Amendment to Windstorm Intercreditor

17. UCC-1 Financing Statement

18. UCC-3 Assignments of Financing Statements

19. UCC Policy

20. Escrow Letter

21. Omnibus Amendment and Assignment (Initial Lenders) (Seventh Mezzanine Loan)

22. Assignment of Pledge and Security (Seventh Mezzanine Loan) (Collateral Agent)

EXHIBIT I

(Eighth Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Eighth Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-8 (Eighth Mezzanine Loan)

3. Amended and Restated Guaranty Agreement (Eighth Mezzanine Loan)

4. Amended and Restated Guaranty Agreement (FF&E) (Eighth Mezzanine Loan)

5. Eighth Mezzanine Pledge and Security Agreement

6. Ratification of Pledge and Security Agreement (Eighth Mezzanine Loan)

7. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

8. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

9. Acknowledgment and Consent

10. Amended and Restated Environmental Indemnity Agreement (Eighth Mezzanine Loan)

11. Collateral Assignment of Interest Rate Cap (Eighth Mezzanine Loan)

12. Amended and Restated Contribution Agreement (Eighth Mezzanine Loan) dated as of May 22, 2008

13. Amended and Restated Operations and Maintenance Agreement (Eighth Mezzanine Loan) dated as of May 22, 2008

14. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

15. Omnibus Amendment to Windstorm Intercreditor

16. UCC-1 Financing Statement

17. UCC-3 Assignments of Financing Statements

18. UCC Policy

19. Escrow Letter

20. Omnibus Amendment and Assignment (Initial Lenders) (Eighth Mezzanine Loan)

21. Assignment of Pledge and Security Agreement (Eighth Mezzanine Loan) (Collateral Agent)

EXHIBIT J

(Ninth Mezzanine Loan Documents)

Dated as of August 31, 2010, unless otherwise indicated.

1. Ninth Mezzanine Loan Agreement

2. Second Amended and Restated Promissory Note A-8 (Ninth Mezzanine Loan)

3. Amended and Restated Guaranty Agreement (Ninth Mezzanine Loan)

4. Amended and Restated Guaranty Agreement (FF&E) (Ninth Mezzanine Loan)

5. Ninth Mezzanine Pledge and Security Agreement

6. Ratification of Pledge and Security Agreement (Ninth Mezzanine Loan)

7. Four (4) Equity Certificates of Mortgage Borrower dated as of January 28, 2008

8. Two (2) Equity Certificates of Mortgage Borrower dated as of May 22, 2008

9. Acknowledgment and Consent

10. Amended and Restated Environmental Indemnity Agreement (Ninth Mezzanine Loan)

11. Collateral Assignment of Interest Rate Cap (Ninth Mezzanine Loan)

12. Amended and Restated Contribution Agreement (Ninth Mezzanine Loan) dated as of May 22, 2008

13. Amended and Restated Operations and Maintenance Agreement (Ninth Mezzanine Loan) dated as of May 22, 2008

14. Windstorm Insurance Intercreditor Agreement dated as of January 28, 2008, as supplemented by Supplemental Agreement Regarding Windstorm Insurance Intercreditor Agreement

15. Omnibus Amendment to Windstorm Intercreditor

16. UCC-1 Financing Statement

17. UCC-3 Assignments of Financing Statements

18. UCC Policy

19. Escrow Letter

20. Omnibus Amendment and Assignment (Initial Lenders) (Ninth Mezzanine Loan)

21. Assignment of Pledge and Security Agreement (Ninth Mezzanine Loan) (Collateral Agent)

EXHIBIT K

(Permitted Fund Managers)

1. DLJ Real Estate Capital Partners

2. Capital Trust, Inc.

3. Archon Capital, L.P.

4. Whitehall Street Real Estate Fund, L.P.

5. The Blackstone Group International Ltd.

6. Apollo Real Estate Advisors

7. Colony Capital, Inc.

8. Praedium Group

9. J.E. Robert Companies

10. Fortress Investment Group LLC

11. Lone Star Opportunity Fund

12. Clarion Partners

13. Walton Street Capital, LLC

14. Starwood Financial Trust

15. BlackRock, Inc.

EXHIBIT L

AGREEMENT AMONG [FIRST] [SECOND] [THIRD] [FOURTH] [FIFTH] [SIXTH]

[SEVENTH] [EIGHTH] [NINTH] MEZZANINE NOTEHOLDERS

([First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan)

JPMORGAN CHASE BANK, N.A.,

as Note A-1 Holder,

BANK OF AMERICA, N.A.,

as Note A-2 Holder,

CITIBANK, N.A.,

as Note A-3 Holder,

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Note A-4 Holder,

GERMAN AMERICAN CAPITAL CORPORATION

as Note A-5 Holder,

MERRILL LYNCH MORTGAGE LENDING, INC.,

as Note A-6 Holder,

JPMORGAN CHASE BANK, N.A.,

as successor in interest to Bear Stearns Commercial Mortgage, Inc.

as Note A-7 Holder,

GOLDMAN SACHS MORTGAGE COMPANY,

as Note A-8 Holder,

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,

as Note A-9 Holder,

BANK OF AMERICA, N.A,

as Collateral Agent

and

BANK OF AMERICA, N.A.,

as Servicer

August 31, 2010

TABLE OF CONTENTS

		Page
1.	Definitions	2
2.	Administration; Discounted Pay-offs	12
3.	Payments	13
4.	Protective Advances; Cures	16
5.	Purchase of Senior Loan or Senior Junior Loan	18
6.	Servicer	20
7.	Payment Procedure	23
8.	Limitation on Liability of Each Holder	24
9.	Buy-Sell	24
10.	Representations of the Holders	27
11.	Directing Junior Lender	28
12.	No Creation of a Partnership	29
13.	Syndications; Cooperation	29
14.	Sale of Each Holder’s Interest	31
15.	Other Business Activities of the Holders	36
16.	Exercise of Remedies	36
17.	Non-Recourse Obligations of the Holders	37
18.	Governing Law; Waiver of Jury Trial	37
19.	Modifications	37
20.	Successors and Assigns; Third Party Beneficiaries	37
21.	Counterparts; Facsimile Execution	37
22.	Captions	38
23.	Notices	38

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24.	Withholding Taxes	38
25.	Borrower Affiliate Holders	39
26.	Consents to Jurisdiction	40
27.	Co-Origination Agreement	40
28.	Note Register	40
29.	Notes Not Securities	40
30.	Custody of Mezzanine Loan Documents	41
31.	Collateral Agent	41

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THIS AGREEMENT AMONG [FIRST] [SECOND] [THIRD] [FOURTH] [FIFTH] [SIXTH] [SEVENTH] [EIGHTH] [NINTH] MEZZANINE NOTEHOLDERS (this “Agreement”), is dated and effective as of August 31, 2010 by and among JPMORGAN CHASE BANK, N.A. , as holder of Note A-1 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-1 Holder”), BANK OF AMERICA, N.A., as holder of Note A-2 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-2 Holder”), CITIBANK, N.A., as holder of Note A-3 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-3 Holder”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as holder of Note A-4 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-4 Holder”), GERMAN AMERICAN CAPITAL CORPORATION, as holder of Note A-5 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-5 Holder”), MERRILL LYNCH MORTGAGE LENDING, INC., as holder of Note A-6 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-6 Holder”), JPMORGAN CHASE BANK, N.A. as successors in interest to BEAR STEARNS COMMERCIAL MORTGAGE, INC., as holder of Note A-7 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-7 Holder”), GOLDMAN SACHS MORTGAGE COMPANY, as holder of Note A-8 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-8 Holder”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as holder of Note A-9 referred to below (together with its successors and permitted assigns in such capacity, the “Note A-9 Holder”; each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder and the Note A-9 Holder are individually referred to as a “Holder” and are collectively referred to as the “Holders”), BANK OF AMERICA, N.A, as collateral agent (together with its successors and permitted assigns, in such capacity, the “Collateral Agent”) and BANK OF AMERICA, N.A., as servicer (together with its successors and permitted assigns in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, JPMorgan Chase Bank, N.A. amended and restated a mezzanine loan pursuant to the terms, provisions and conditions set forth in that certain Amended and Restated [            ] Mezzanine Loan Agreement, dated as of May 22, 2008 (the “Existing Mezzanine Loan Agreement”) by and between that certain [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Borrower listed on Schedule 1 of the Intercreditor Agreement (collectively, the “Mezzanine Borrower”) in the principal amount of $[300,000,000/$275,000,000] (the “Mezzanine Loan”) evidenced by nine promissory notes, dated May 22, 2008 in the original aggregate principal amount of $[300,000,000/$275,000,000], made by the Mezzanine Borrower in favor of JPMorgan Chase Bank, N.A.;

WHEREAS, the Existing Mezzanine Loan Agreement is being amended and restated in its entirety by the Borrower, the [INSERT APPLICABLE LENDERS] and the Collateral Agent pursuant to, and in accordance with, that certain Second Amended and Restated [            ] Mezzanine Loan Agreement, dated as of the date hereof, in order to evidence certain modifications to the Mezzanine Loan; and

WHEREAS, the Holders desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold the Notes and agree to the manner in which rights under the Mezzanine Loan Agreement and Intercreditor Agreement shall be exercised;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually agree as follows:

1. Definitions. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Mezzanine Loan Agreement. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the first paragraph, the recitals or any other section of this Agreement but not listed below shall have the respective meanings ascribed to such capitalized terms in the first paragraph, the recitals or such other section, as the case may be, of this Agreement.

“Additional Covered Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Amount, the additional Note Principal Balance agreed to be forgiven by the related Discounted Pay-off Holder in connection with any full or partial discounted pay-off of such Note such that the Note Principal Balance is reduced to the total agreed upon amount of such discounted pay-off upon payment of the principal portion of the Discounted Pay-off Amount. For example, if a Holder agreed to a discounted pay-off of $100,000 of the outstanding Note Principal Balance for a principal payment of $25,000, the Discounted Pay-Off Amount would be $25,000 and the Additional Discounted Pay-off Amount would be $75,000.

“Advance” shall have the meaning assigned to such term in Section 4(a).

“Advance Interest” shall mean interest at the Advance Rate on an Advance from the date on which such Advance is made to, but not including, the date of payment or reimbursement of the Advance, less the amount of interest previously paid thereon.

“Advance Rate” shall mean, for any period, a rate per annum payable by the Mezzanine Borrower pursuant to the Mezzanine Loan Agreement with respect to the applicable Advance.

“Affiliate” shall mean with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or under common control or ownership with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means (i) except as described in the immediately following subclause (ii), the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and

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(ii) for purposes of the definition of Borrower Affiliate Holder herein and Section 14 only, either (y) the ownership, directly or indirectly, in the aggregate of twenty-five percent (25%) or more of the beneficial ownership interest of an entity or, with respect to the determination of whether a Person satisfies the definition of Borrower Affiliate Holder as a result of the foreclosure on any Junior Loan or interest therein or a transfer-in-lieu thereof, the ownership, directly or indirectly, in the aggregate of thirty-one percent (31%) or more of the beneficial ownership of an entity, or (z) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “controlling” and “under common control with” shall have the respective correlative meaning thereto.

“Affiliate Holder” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Affiliate Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Agreeing Holders” has the meaning provided in Section 9(b).

“Agreement” shall mean this Agreement Among the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Noteholders, all exhibits and schedules hereto and all amendments hereof and supplements hereto.

“Balloon Payment” shall mean the payment of principal and premium, if any, due at the Maturity Date (as defined in the Mezzanine Loan Agreement), as the same may be extended pursuant to Section 2.7 of the Mezzanine Loan Agreement.

“Borrower Affiliate Holder” shall mean any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender

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Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms of such Co-Lender Agreement as of the date hereof that would otherwise result, in the absence of this proviso, in such Holder satisfying (x) the definition of Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) the requirements of clause (C) of the definition of Borrower Affiliate Holder.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina and/or the jurisdictions in which the primary servicing offices of the Servicer are located, are authorized or obligated by law or executive order to remain closed.

“Buying Holder” has the meaning provided in Section 9(c).

“Buy Response” has the meaning provided in Section 9(c).

“Buy-Sell Closing Date” has the meaning provided in Section 9(d).

“Buy-Sell Notice” has the meaning provided in Section 9(b).

“Buy-Sell Notice Deadline” has the meaning provided in Section 9(b).

“Buy-Sell Purchase Price” has the meaning provided in Section 9(c).

“Buy-Sell Response Date” has the meaning provided in Section 9(c).

“Buy-Sell Withdrawal Notice” has the meaning provided in Section 9(c).

“CDO” has the meaning set forth in the definition of the term “Qualified Transferee” in the Intercreditor Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Collection Account” shall mean the Collection Account established under (and as defined in) the Servicing Agreement.

“Conduit” has the meaning provided in Section 14(d).

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“Conduit Credit Enhancer” has the meaning provided in Section 14(d).

“Conduit Inventory Loan” has the meaning provided in Section 14(d).

“Co-Origination Agreement” shall mean that certain Co-Origination Agreement dated as of January 28, 2008, among JPMorgan Chase Bank, N.A., as Senior Lead Lender, Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending Inc., each as Lead Lenders and, Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, each as Co-Lenders, as amended or supplemented from time to time.

“Cure Payment” has the meaning provided in Section 4(c).

“Curing Holder” has the meaning provided in Section 4(c).

“Custodial Agreement” has the meaning provided in Section 30.

“Deciding Majority” shall mean at any time approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of greater than 50% of the aggregate principal amount of the Mezzanine Loan outstanding at such time.

“Deciding Super-Majority” shall mean approval, direction or agreement, as applicable, of Holders with an aggregate Percentage Interest of at least 90% in the Mezzanine Loan.

“Default Rate” has the meaning provided in the Mezzanine Loan Documents.

“Directing Junior Lender” has the meaning provided in the Intercreditor Agreement.

“Discounted Pay-off Amount” shall mean, with respect to any Discounted Pay-off Holder, amounts received in respect of the Mezzanine Loan pursuant to the Note Sales Agreement.

“Discounted Pay-off Holder” shall mean, with respect to any Discounted Pay-off Amount paid pursuant to the Note Sales Agreement, the related Holder entitled to such Discounted Pay-off Amount.

“Event of Default” shall mean an “Event of Default” as defined in the Mezzanine Loan Agreement.

“Excess Interest Over the Mezzanine Note Interest Rate” shall mean, at any time that the Mezzanine Borrower is required to pay default rate interest on the Mezzanine Loan, the positive excess, if any, of (x) interest payable by the Mezzanine Borrower at the Default Rate over (y) interest payable by the Mezzanine Borrower at the Mezzanine Note Interest Rate.

“Fitch” shall mean Fitch, Inc., and its successors in interest.

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“Holder Schedule” shall mean the schedule in the form attached hereto as Exhibit A, which schedule sets forth certain information with respect to each Initial Holder of the Mezzanine Loan.

“Initial Holders” shall mean JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC.

“Initial Servicer” has the meaning assigned to such term in Section 6(a).

“Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of August 31, 2010 entered into by the parties thereto contemporaneously herewith, as the same may be amended or modified.

“Interim Servicing Agreement” shall mean that certain Interim Servicing Agreement, dated as of January 28, 2008 between JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Co-Lenders and Bank of America, N.A. as Servicer, as the same may be amended or modified.

“Invoking Holder” has the meaning provided in Section 9(b).

“Junior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Non-Monetary Cure Period” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Junior Loan Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Loan Pledgee” has the meaning provided in Section 13(b).

“Majority Decisions” shall mean any of the decisions set forth on Schedule I hereto, which shall require the prior written consent of Holders holding at least a Deciding Majority (based on their respective Percentage Interests).

“Material Disagreement” has the meaning provided in Section 9(b).

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“Mezzanine Borrower” shall have the meaning provided in the recitals.

“Mezzanine Borrower Related Parties” shall have the meaning assigned such term in Section 15.

“Mezzanine Loan” shall have the meaning provided in the recitals.

“Mezzanine Loan Agreement” shall mean that certain Second Amended and Restated [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan Agreement, dated as of August 31, 2010 by and between Mezzanine Borrower, the several lenders from time to time parties thereto, and Bank of America, N.A., as Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Mezzanine Loan Collateral” shall mean “Collateral” as such term is defined in the Mezzanine Loan Agreement.

“Mezzanine Loan Documents” shall mean the Notes and the documents listed on Exhibit [B] [C] [D] [E] [F] [G] [H] [I] [J]of the Intercreditor Agreement, as the same may be amended from time to time.

“Mezzanine Notes” shall mean the Notes.

“Mezzanine Note Interest Rate” shall mean the per annum interest rate with respect to each Note as set forth in the Holder Schedule.

“Moody’s” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“New Notes” has the meaning provided in Section 13(b).

“Non-Curing Holder” has the meaning provided in Section 4(c).

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Servicer for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer to make such payments free of any obligation or liability for withholding; provided that duly executed form(s) provided to the Servicer pursuant to Section 25(c) hereof, shall be sufficient to evidence that such providing Holder is not a Non-Exempt Person.

“Non-Purchasing Holder” has the meaning provided in Section 5(a).

“Non-Withdrawing Holders” has the meaning provided in Section 9(c).

“Note Principal Balance” shall mean, with respect to any Note, at any time of determination, the initial principal balance of such Note, as set forth in the Holder Schedule, less

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(i) any payments of principal thereon received by Servicer or made by the Mezzanine Borrower to Servicer on or before the applicable determination date and applied as a reduction of principal pursuant to Section 3(a)(iv) hereof, (ii) any payments of Discounted Pay-off Amounts applied as a reduction of principal pursuant to Section 3(b) hereof or directly from the Mezzanine Borrower, and (iii) any related Additional Discounted Pay-off Amounts.

“Note Register” has the meaning provided in Section 28.

“Note Sales Agreement” has the meaning assigned to such term in the Senior Loan Agreement.

“Notes” has the meaning provided in the recitals and shall include any New Note created pursuant to Section 13(b).

“Notice Holders” has the meaning provided in Section 9(b).

“Old Note” has the meaning provided in Section 13(b).

“Optioned Junior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Optioned Junior Loan” has the meaning provided in Section 5(a).

“Percentage Interest” shall mean, with respect to each Holder, as of any date, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance for the Note held by such Holder as of such date and the denominator of which is the sum of the aggregate Note Principal Balances of all of the Notes as of such date.

“Permitted Transferee” has the meaning provided in Section 14(b).

“Person” shall have the meaning assigned such term in the Intercreditor Agreement.

“Pledge” has the meaning provided in Section 14(c).

“Pledged Senior Collateral” shall mean all collateral pledged to the Senior Lender to secure the Senior Loan.

“Pledging Holder” has the meaning provided in Section 14(c).

“Pricing Convention” has the meaning provided in Section 9(b).

“Prime Rate” shall mean the “Prime Rate” in effect from time to time (as published in the “Money Rates” section of The Wall Street Journal, Eastern Edition or, if such section or publication no longer is available, such other publication as determined by Servicer in its reasonable discretion).

“Property” shall have the meaning assigned to the term “Properties” in the Senior Loan Agreement.

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“Purchase Option Event” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Purchase Option Notice” shall have the meaning provided in Section 5(a).

“Purchasing Holder” has the meaning provided in Section 5(a).

“Qualified Servicer” shall mean any nationally recognized commercial mortgage loan servicer (i) rated at least “CSS2-,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (ii) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and (iii) if such master servicer or special servicer, as applicable, is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master servicer or special servicer as master servicer or special servicer, as applicable, of such commercial mortgage securities.

“Qualified Transferee” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agencies” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Rating Agency Confirmation” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Redirection Notice” has the meaning provided in Section 14(c).

“Related Mezzanine Loan” shall mean any “Mezzanine Loan” (as defined in the Intercreditor Agreement) other than the Mezzanine Loan.

“Related Mezzanine Loan Borrower” shall mean any of the [First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower, the Seventh Mezzanine Borrower, the Eighth Mezzanine Borrower or the Ninth Mezzanine Borrower], each as defined in the Intercreditor Agreement. [Mezzanine Borrower relating to this Mezzanine Loan to be deleted from this list.]

“Related Mezzanine Loan Holder” shall mean any holder of a promissory note in a Related Mezzanine Loan.

“Remittance Date” has the meaning provided in Section 3(a).

“REO Mezzanine Loan” has the meaning provided in Section 6(d).

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“Restricted Rights” shall have the meaning assigned to such term in the Intercreditor Agreement.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and its successors in interest.

“Securitization” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Selling Holders” has the meaning provided in Section 9(d).

“Sell Response” has the meaning provided in Section 9(c).

“Senior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Borrower” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Lenders” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Junior Loans” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Lender” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Default Notice” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Senior Loan Purchase Price” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“Servicer” shall mean the servicer or administrator under the Servicing Agreement, or any replacement or successor servicer or administrator appointed in accordance with Section 6(e) to service the Mezzanine Loan.

“Servicer Buy-Sell Confirmation” has the meaning provided in Section 9(b).

“Servicer Decision Notice” has the meaning provided in Section 6(b).

“Servicing Agreement” shall mean the Interim Servicing Agreement or any substitute servicing agreement entered into by the Holders and Servicer in accordance with the terms hereof.

“Servicing Expenses” shall have the meaning set forth in the Servicing Agreement.

“Servicing Standard” shall have the meaning given to “Accepted Servicing Practices” in the Interim Servicing Agreement or any similar term in a successor Servicing Agreement.

“Specified Mezzanine Decisions” shall mean those decisions, rights and/or remedies held by the Specified Mezzanine Lender under Section 3.3 of the Note Sales Agreement (it being understood and agreed that from and after the date that no Specified Mezzanine Note (as defined in the Note Sales Agreement) shall be outstanding under the Note Sales Agreement, there shall be no Specified Mezzanine Decisions hereunder).

“Specified Mezzanine Lender” shall have the meaning set forth in the Note Sales Agreement.

“Sponsor Affiliate” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Super-Majority Decisions” shall mean any of the decisions set forth on Schedule II attached hereto, which shall require the prior written consent of Holders holding at least a Deciding Super-Majority (based on their respective Percentage Interests).

“Super-Priority Protective Advance” shall have the meaning assigned to such term in Section 4(b).

“Syndication” shall mean any syndication, sale, assignment, transfer, pledge, participation, hypothecation or other disposition by a Holder of all or a portion of a Note.

“Target Holder” has the meaning provided in Section 9(b).

“Taxes” shall mean any income or other taxes (including withholding taxes), levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.

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“Total Purchase Price” has the meaning provided in Section 5(a).

“Transfer” has the meaning provided in Section 14(a).

“Transfer Notice” has the meaning provided in Section 14(a).

“Unanimous Decisions” shall mean any of the decisions set forth on Schedule III attached hereto, which shall require the prior written consent of Holders holding 100% of the Percentage Interests in the Mezzanine Loan.

“Workout” shall mean any written modification, waiver, amendment or restructuring of the Mezzanine Loan or the Mezzanine Notes in connection with the forbearance by the Holders in whole or in part of exercising their remedies upon the occurrence of, or in anticipation of, an Event of Default under any Mezzanine Loan Document.

2. Administration; Discounted Pay-offs. Administration and servicing of the Mezzanine Loan shall be governed by the Mezzanine Loan Agreement, this Agreement, the Intercreditor Agreement and the Servicing Agreement.

(a) In connection with any discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, each Discounted Pay-off Holder shall provide notice (A) to each other Holder within 30 days after such pay-off or repurchase setting forth (i) the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off, and (ii) the date such discounted pay-off was effective, and (B) to the Servicer at least two (2) Business Days prior to such discounted pay-off setting forth, (i) the Discounted Pay-off Amount for the related Note and the Additional Discounted Pay-off Amount for the related Note (or if the Discounted Pay-off Holder and Mezzanine Borrower elect to have such amounts remitted directly to such Discounted Pay-off Holder in accordance with the Note Sales Agreement, the total amount (including as a result of application of the Additional Discounted Pay-off Amount) by which the related Note Principal Balance shall be reduced in connection with such discounted pay-off), (ii) what amounts, if any, will be paid directly to the Discounted Pay-off Holder by the Servicer, (iii) whether those amounts comprise (and itemizing each such amount that comprises) interest, principal or other amounts due under the contemplated discounted pay-off, and (iv) the date such discounted pay-off shall be effective. The Servicer may conclusively rely, absent manifest error, on the information in any such notice for purposes of making distributions to the Holders and any Discounted Pay-off Holder pursuant to Section 3 hereof.

(b) Each Discounted Pay-off Holder agrees to execute such documents reasonably requested by the Servicer or the other Holders to evidence the cancellation of its related Note.

(c) In the event of any conflict between the terms and provisions of any Mezzanine Loan Document and this Agreement with respect to any voting or consent rights or decision making among the Holders with respect to the Mezzanine Loan or with respect to any other matter covered by this Agreement, the terms and provisions of this Agreement shall govern.

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3. Payments.

(a) All amounts tendered by the Mezzanine Borrower or otherwise available for payment on or with respect to or in connection with the Mezzanine Loan (including all amounts received during an Event of Default), other than any Discounted Pay-off Amount, shall be paid to the Holders on the first Business Day (each, a “Remittance Date”) following Servicer’s receipt thereof, and shall be applied, taking into account the payment of any Discounted Pay-off Amounts pursuant to Section 3(b) hereof, in the following order of priority (and subject to the requirement that payments to the Holders be made no later than the first Business Day following Servicer’s receipt thereof, payments made in respect of the Mezzanine Loan shall be paid to such Holders at such times as are set forth in the Servicing Agreement):

(i) first, to any Holders that are not Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Holder on such date;

(ii) second, to any Holders that are not Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (i)), in an amount of any such Advances made by such Holders and Advance Interest with respect to such Advances, which shall be paid to the Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one such Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each such Holder;

(iii) third, an amount equal to the accrued and unpaid interest on the outstanding principal balance of the Mezzanine Loan, to each Holder in an amount equal to the accrued and unpaid interest on the applicable Note Principal Balance through the end of the corresponding accrual period at the applicable Mezzanine Note Interest Rate, such amounts being applied among the Holders on a pro rata and pari passu basis in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(iv) fourth, to the Holders, an amount equal to their respective pro rata shares of any payments received on account of principal, whether scheduled, unscheduled or

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extraordinary (including any Balloon Payment), on the Mezzanine Notes in accordance with their respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof), to be applied in reduction of the Note Principal Balance of each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(v) fifth, any breakage costs and/or prepayment fees, to the extent actually paid by the Mezzanine Borrower, shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vi) sixth, if any Excess Interest Over the Mezzanine Note Interest Rate or any other amount is paid by the Mezzanine Borrower, and not otherwise applied in accordance with the foregoing clauses (i) through (v), such amount shall be paid to each Holder on a pro rata and pari passu basis in accordance with such Holders’ respective Percentage Interests (calculated after taking into account any distributions pursuant to Section 3(b) hereof and giving effect to the provisions of Section 3(d) hereof);

(vii) seventh, to any Borrower Affiliate Holders that have made Super-Priority Protective Advances, in the amount of any such Super-Priority Protective Advances made by such Borrower Affiliate Holders together with accrued and unpaid Advance Interest thereon, which shall be paid to such Holders with a priority in accordance with the date such Super-Priority Protective Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Super-Priority Protective Advance to the Servicer), with the first Super-Priority Protective Advances being reimbursed first and, to the extent Super-Priority Protective Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Super-Priority Protective Advances made by each such Borrower Affiliate Holder on such date; and

(viii) eighth, to any Borrower Affiliate Holders that have made any Advances (other than Super-Priority Protective Advances reimbursed pursuant to the foregoing clause (vii)), in an amount of any such Advances made by such Borrower Affiliate Holders and Advance Interest with respect to such Advances, which shall be paid to the Borrower Affiliate Holders with a priority in accordance with the date such Advances were made (which date shall, with respect to the same underlying default or request by the Servicer, be deemed to be the first day a Borrower Affiliate Holder remits its proportionate share of such Advance to the Servicer), with the first Advances being reimbursed first and, to the extent Advances are made by more than one Borrower Affiliate Holder on the same date, on a pro rata and pari passu basis in accordance with the amount of Advances made by each Borrower Affiliate Holder.

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(b) The Servicer shall promptly remit, but in any event no later than one (1) Business Day following receipt by the Servicer, any Discounted Pay-off Amount received by the Servicer in accordance with the Note Sales Agreement to the applicable Discounted Pay-off Holder. In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.

(c) Notwithstanding Section 3(a) or Section 3(b), all amounts collected on the Mezzanine Loan that are payable to the Servicer as Servicing Expenses, servicing fees, payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement, shall be paid by the Holders in accordance with the terms of the Servicing Agreement, on a pro rata basis based on the respective principal balances of the Notes, prior to any allocations of payments to the Holders pursuant to Section 3(a) or Section 3(b). To the extent that a Discounted Pay-off Amount is paid directly to the related Discounted Pay-off Holder and not to the Servicer under the Servicing Agreement for distribution pursuant to this Section 3, the related Discounted Pay-off Holder agrees to reimburse the Servicer promptly following written notice for such Discounted Pay-off Holder’s pro rata share (based on its respective Note Principal Balance, without regard to any contemplated discounted pay-off) of any and all payments under indemnity obligations and other reimbursable amounts due to the Servicer under the Servicing Agreement and incurred prior to the date of the subject discounted pay-off, and for any and all Servicing Expenses and servicing fees due to the Servicer under the Servicing Agreement with respect to the Remittance Date immediately following the subject discounted pay-off.

(d) Each Holder hereby agrees that in the event of a full or partial discounted pay-off of a Note in accordance with Section 38 of the Intercreditor Agreement and the Note Sales Agreement, the Holder of such Note, upon receipt of the Discounted Pay-off Amount, shall no longer be entitled to any amounts payable in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance (including the related Additional Discounted Pay-off Amount) and shall have no other rights hereunder (or with respect to a partial discounted pay-off of a Note, shall have no other rights hereunder in respect of that portion of the Mezzanine Loan represented by such reduced Note Principal Balance), other than any rights that expressly survive termination of the Agreement.

(e) In no event shall any Holder be responsible or liable for any other Holder’s pro rata share of any Servicing Expenses, servicing fees, indemnity obligations or other reimbursable amounts, including in the event a Discounted Pay-off Holder fails to reimburse the Servicer for its pro rata share of such amounts. In addition, in the event any Holder receives a remittance under this Section 3 to which it was not entitled based on the calculation of the Discounted Pay-off Amount (including because such remittance was already included in the calculation of the Discounted Pay-off Amount) that was remitted to such Holder either by the Servicer or directly, such Holder shall immediately return such amount to the Servicer and the Servicer shall promptly distribute such amounts in accordance with this Section 3.

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4. Protective Advances; Cures. (a) If the Servicer reasonably determines in accordance with the Servicing Standard that it is necessary to make a protective advance in order to cause to be performed, to ensure compliance with, or to cure or prevent a failure (1) by the Mezzanine Borrower or any other party liable under the Mezzanine Loan Documents to perform under or be in compliance with, any representation, warranty or affirmative or negative covenants under the Mezzanine Loan Documents, or (2) subject to the Holders’ cure rights under Section 4(c) below, by Senior Borrower, any Senior Junior Borrower, or any other party liable under the Senior Loan Documents or the Senior Junior Loan Documents to perform under or be in compliance with, any covenant, representation, warranty or affirmative or negative covenants under the Senior Loan Documents or Senior Junior Loan Documents to the extent permitted under the Intercreditor Agreement (any such amount, an “Advance”), then the Servicer shall give written notice thereof to each of the Holders, which notice shall set forth the amount of such Advance, the portion thereof payable by each Holder (which shall be such Holder’s Percentage Interest) and the date (which shall be not less than five (5) Business Days after such notice) on which each Holder may remit its proportionate share of the Advance to the Servicer, and shall describe in reasonable detail the purpose for such Advance.

(b) If any Holder declines to make its proportionate share of any such Advance when due, then (i) the Servicer shall immediately notify all the Holders of the identity of those Holders that declined to make its or their proportionate share of an Advance (including the amount of such Advance that will not be made by such Holder); (ii) the proportionate share of such Advance made by each contributing Holder shall constitute a “Super-Priority Protective Advance”; and (iii) any Holder having made such Super-Priority Protective Advance may, on notice to Servicer and the other Holders within two (2) Business Days following the notice from the Servicer set forth in clause (i) above, commit to making an additional Advance, which also shall constitute a Super-Priority Protective Advance, equal to the amount of the Advance which was not timely made by a Holder identified in the notice from the Servicer set forth in clause (i) above. If more than one Holder commits to making such additional Super-Priority Protective Advance, then such electing Holders shall make additional Super-Priority Protective Advances pro rata based on the Note Principal Balance of each such electing Holder relative to the aggregate of the Note Principal Balances of all such electing Holders, and all such further Super-Priority Protective Advances shall be due within two (2) Business Days of notice from the Servicer. If no Holder commits to make an additional Super-Priority Protective Advance, then the Servicer shall notify all the Holders of their new respective proportionate shares of the Advance after factoring in the portion of the Advance that one or more Holders have elected not to remit and such notified Holders shall have the right to determine whether to remit such new amount in the same manner described above. This foregoing notice and determination process will continue until one or more Holders have committed to remit all of such Advance or no Holders wish to make such Advance.

(c) In the event that the Servicer receives a Senior Loan Default Notice or a Junior Loan Default Notice or any notice that triggers the cure rights of the holder of the Mezzanine Loan as provided in Section 12 of the Intercreditor Agreement, the Servicer shall notify each Holder of such cure right within one (1) Business Day of receipt of such Senior Loan Default Notice or Junior Loan Default Notice, as applicable, which notice shall specify (i) the date on which Servicer received such Senior Loan Default Notice or Junior Loan Default Notice, as the case may be, (ii) the applicable provisions of the Intercreditor Agreement that determine

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the applicable cure period and (iii) if such Senior Loan Default Notice or Junior Loan Default Notice describes a monetary default, the amount required to cure such monetary default. Subject to the last sentence in this Section 4(c), each Holder shall have the right to participate in the cure of the Senior Loan or related Senior Junior Loan, as applicable, by providing written notice to the Servicer of its intent to cure within two (2) Business Days of receipt of such notice from the Servicer (each Holder who elects to exercise such right, a “Curing Holder” and each Holder who does not elect to exercise such right, a “Non-Curing Holder”). Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned cure rights (or upon the expiration of the above-referenced two (2) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day of such earlier event) provide each of the Holders with a written list of all such Curing Holders (if any) together with each such Holders pro rata share calculated in accordance with the following sentence. In the case of a monetary cure, each Curing Holder will be required to remit to the Servicer who shall remit in the manner and within the time periods set forth in Section 12 of the Intercreditor Agreement, an amount equal to its pro rata share of the cure payment based upon the Note Principal Balance of such Curing Holder relative to the aggregate of the Note Principal Balances of all Curing Holders. Within one (1) Business Day of receiving the determination of the amount of each Curing Holder’s pro rata share of the cure payment to be made, any Curing Holder may elect in writing not to participate in such cure (and thereby become a Non-Curing Holder), in which case the amounts required to be paid by the remaining Curing Holder shall be adjusted accordingly. Any Curing Holder may elect in writing not to participate in the cure following any readjustment of the amount it is required to pay, and so long as there is a Curing Holder who elects not to participate in the cure, the amount required to be paid by the remaining Curing Holder(s) shall be readjusted. In the event that a Holder elects to cure a default that can be cured by the payment of money (each such payment, a “Cure Payment”), such Holder shall make such Cure Payment as directed by the Servicer. All Cure Payments made in accordance with this Agreement shall constitute Advances or Super-Priority Protective Advances, as applicable, hereunder) In the case of a non-monetary cure with respect to the Senior Loan, each Curing Holder (or the Servicer on behalf of the Curing Holder as so directed by the appropriate percentage of Holders) shall cure such non-monetary default within the cure period available to the holders of the Mezzanine Loan pursuant to Section 12(a)(ii) of the Intercreditor Agreement. In the case of a non-monetary cure with respect to a Senior Junior Loan, each Curing Holder shall cure such non-monetary default within the Junior Loan Non-Monetary Cure Period set forth in Section 12(b)(ii) of the Intercreditor Agreement. Notwithstanding anything to the contrary herein, (i) in respect of any monetary cure, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Curing Holder in accordance with this Section 4(c), and (ii) in respect of any non-monetary cure, the Borrower Affiliate Holder shall not be permitted to be a Curing Holder and any attempt to exercise its right to cure hereunder shall be void.

(d) No Holder shall have any personal liability to fund any Advance or Super-Priority Protective Advance. All Advances and Super-Priority Protective Advances shall only be reimbursed to the Holder which made such Advances and Super-Priority Protective Advances in accordance with Section 3 and shall not change the Note Principal Balance or Percentage Interest of any Holder.

(e) The Holders acknowledge that all Cure Payments made hereunder are subject to the terms and conditions of the Intercreditor Agreement.

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5. Purchase of Senior Loan or Senior Junior Loan. (a) In the event that the Senior Loan or any Senior Junior Loan, as the case may be, becomes subject to a Purchase Option Event or a Junior Loan Purchase Option Event under the Intercreditor Agreement (such Senior Junior Loan referred to herein as the “Optioned Junior Loan”), as applicable, and the holder of the Mezzanine Loan has the right to purchase the Senior Loan or such Optioned Junior Loan in accordance with the Intercreditor Agreement, as the case may be, the Servicer promptly shall notify in writing each Holder of such event (but in no event later than one (1) Business Day after receipt by the Servicer of notice thereof) and each Holder shall have the right to participate in the purchase of the Senior Loan and/or such Optioned Junior Loan(s), as applicable, by providing written notice (the “Purchase Option Notice”) to the other Holders and the Servicer within ten (10) Business Days of receipt of such notice from Servicer (each Holder who elects to exercise such right, a “Purchasing Holder” and each Holder who does not elect to exercise such right, a “Non-Purchasing Holder”); provided that, in connection with any exercise of the right to purchase the Senior Loan or any such Optioned Junior Loan pursuant to this Section 5, the Purchasing Holder(s) in addition to purchasing the Senior Loan or any such Optioned Junior Loan(s), as the case may be, must also (i) with respect to the purchase of the Senior Loan in accordance with Section 14(a) of the Intercreditor Agreement, simultaneously purchase the applicable Senior Junior Loan(s) from the applicable Senior Junior Lender(s) holding such Senior Junior Loan(s) at the applicable Senior Junior Loan Purchase Price(s) or (ii) with respect to the purchase of such Optioned Junior Loan(s) in accordance with Section 14(c) of the Intercreditor Agreement, simultaneously purchase the applicable Additional Covered Junior Loan(s) from the applicable Optioned Junior Lender for the applicable Senior Junior Loan Purchase Price for each such Additional Covered Junior Loan(s). Such Purchasing Holders may not close the purchase of the Senior Loan or any Optioned Junior Loan, as the case may be, without concurrently closing the purchase of the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively. The Servicer shall calculate the amount of the Senior Loan Purchase Price and all applicable Senior Junior Loan Purchase Prices (the “Total Purchase Price”) and include such amount in its initial notice to the Holders.

(b) Upon the receipt by the Servicer of responses from all of the Holders with respect to the notice of the aforementioned purchase rights (or upon the expiration of the above-referenced ten (10) Business Day response period, whichever is earlier), the Servicer shall (within one (1) Business Day) provide each of the Holders with a written list of all Purchasing Holders (together with the amount of such Purchaser’s pro rata amount calculated in accordance with the following sentence). In the event more than one Holder elects to purchase said Senior Loan or any Optioned Junior Loan(s) together with the applicable Senior Junior Loans or the applicable Additional Covered Junior Loan(s), respectively, then each Purchasing Holder shall be responsible for an amount equal to its pro rata share of the Total Purchase Price (based on its respective Note Principal Balance divided by the aggregate Note Principal Balances of all Purchasing Holders), and the Servicer shall include such pro rata amount for each Purchasing Holder in its notice. Upon the determination of the amount of each Purchasing Holder’s pro rata share of the Total Purchase Price, any Purchasing Holder may elect not to participate in the purchase of the Senior Loan or any Optioned Junior Loan(s), as applicable (and thereby become a Non-Purchasing Holder), in which case the amounts required to be paid by the remaining Purchasing Holders shall be adjusted accordingly, and to the extent only one Holder elects to exercise such purchase right, the electing Holder shall have the right to purchase the entire Senior Loan or the Optioned Junior Loan(s), as applicable, together with the applicable Senior

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Junior Loans or the Additional Covered Junior Loan(s), respectively. Any Purchasing Holder may elect not to participate in the purchase following any readjustment of the amount it is required to pay, and so long as there is a Purchasing Holder who so elects not to participate in the purchase, the amount required to be paid by the remaining Purchasing Holders shall be readjusted. Each Purchasing Holder shall promptly, but in any event within one (1) Business Day, make its determination of whether to participate in the purchase of the Senior Loan or any Optional Junior Loan(s), as applicable, after receipt of any of the foregoing notices of such purchase options from the Servicer.

(c) Upon the final calculation by the Servicer of each Purchasing Holder’s pro rata share of the Total Purchase Price (as determined in accordance with the foregoing paragraph), the Servicer shall be required, as directed by the Purchasing Holders, to deliver to the Senior Lender, the Optioned Junior Lender and applicable Senior Junior Lenders, the Purchase Notice pursuant to Section 14 of the Intercreditor Agreement within the time periods required thereunder. Each Purchasing Holder will be required to remit, within seven (7) Business Days of the Servicer’s delivery of the Purchase Notice under the Intercreditor Agreement, an amount equal to its pro rata share of the Total Purchase Price, as the same may have been adjusted pursuant to the foregoing paragraph. If any Purchasing Holder fails to deliver its pro rata share of the Total Purchase Price within such seven (7) Business Day period, in accordance with terms of this Section 5, then such Holder shall cease to have any right to purchase either the Senior Loan together with the Senior Junior Loans, or the Optioned Junior Loan together with the Additional Covered Junior Loan(s), as applicable, in connection with the applicable Purchase Option Event. In such an event, the Servicer shall notify the remaining Purchasing Holders of such failure and readjust the pro rata share of the Total Purchase Price due from the remaining Purchasing Holders and such remaining Purchasing Holders shall remit any additional amounts due within two (2) Business Days of Servicer’s delivery of the Purchase Notice. The Servicer shall deliver the Total Purchase Price to the applicable parties as specified under the Intercreditor Agreement on behalf of the Purchasing Holders within the time period required thereunder.

(d) In the event there is more than one Purchasing Holder, such parties shall (unless otherwise agreed to by such parties collectively) purchase the Senior Loan and any Senior Junior Loan, Optioned Junior Loan and/or Additional Covered Junior Loan subject to an agreement on the same terms as this Agreement. The rights of the Purchasing Holders and the Non-Purchasing Holders to receive payments of interest and principal on the Mezzanine Loan with respect to their respective Notes under this Agreement shall not be affected by any purchase of the Senior Loan and the applicable Senior Junior Loan pursuant to this Section 5. Except as provided in the Intercreditor Agreement, the Purchasing Holders, as the holders of the Senior Loan and the applicable Senior Junior Loan shall have no obligation or responsibility to the Non-Purchasing Holders as a result of such purchase.

(e) Notwithstanding anything to the contrary herein, in the event that no Holder that is not a Borrower Affiliate Holder elects to be a Purchasing Holder in accordance with this Section 5(e), the Borrower Affiliate Holder shall not be permitted to be a Purchasing Holder and any attempt to exercise its right to purchase hereunder shall be void.

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6. Servicer.

(a) Appointment. Bank of America, N.A., in its capacity as servicer under the Interim Servicing Agreement, is hereby acknowledged as the initial Servicer (the “Initial Servicer”).

(b) Servicing Standard; Holder Approval. The Servicer shall be required to act in accordance with the Servicing Standard and on behalf and for the benefit of the Holders; provided, however that the Servicer shall not take into account or otherwise consider the interests of any Borrower Affiliate Holders in connection with its actions hereunder. Except with respect to Majority Decisions, Super-Majority Decisions or Unanimous Decisions (which the Servicer shall not be permitted to make without the consent of the requisite Holders under this Agreement) or Specified Mezzanine Decisions (which the Servicer shall not be permitted to make without the consent of the Specified Mezzanine Lender and which may be taken by Specified Mezzanine Lender independently), the Servicer shall make all servicing decisions in accordance with the Servicing Standard without the consent of the Holders; provided, however, that except with respect to (i) emergencies as to which a failure to act immediately would be a violation of the Mezzanine Loan Documents, the Servicing Standard or applicable law, (ii) matters that are clearly not Majority Decisions, Specified Mezzanine Decisions, Super-Majority Decisions or Unanimous Decisions and that the Servicer determines, in good faith, are non-material or (iii) other matters that are clearly not Majority Decisions, Super-Majority Decisions or Unanimous Decisions and that are routine and/or are otherwise in the ordinary course of its duties as Servicer hereunder, the Servicer shall provide advance notice to the Holders of a proposed servicing decision (a “Servicer Decision Notice”) (and, in case of an emergency, will deliver the Servicer Decision Notice immediately after making such decision). Each Holder hereby grants to the Servicer an irrevocable power-of-attorney coupled with an interest, and its proxy, for the purpose of taking any action, after obtaining any requisite consent of the Holders, on its behalf with respect to the servicing and administration of the Mezzanine Loan and the Mezzanine Loan Collateral. For the avoidance of doubt, no consent of the Holders of the Notes (except as it relates to the consent of the Specified Mezzanine Lender with respect to the Specified Mezzanine Decision) shall be required with respect to any matter under this Agreement or the Mezzanine Loan Documents unless (i) such matter constitutes a Majority Decision, Super-Majority Decision or Unanimous Decision, or (ii) such matter otherwise requires the consent of a Deciding Majority, a Deciding Super Majority, 100% of the Holders, or other consent in accordance with the terms of this Agreement.

(c) Majority Decisions; Super-Majority Decisions; Unanimous Decisions. Unless otherwise expressly permitted by the terms of the Mezzanine Loan Documents or this Agreement without the consent of the Holders, prior to the Servicer taking any action with respect to a Majority Decision, a Super-Majority Decision or a Unanimous Decision, the Servicer shall (i) promptly notify the Holders and the Collateral Agent in writing of any proposal to take any such action, but in any event at least five (5) Business Days prior to any deadline imposed under the Mezzanine Loan Documents with respect to any such action, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to such action (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) receive the written approval of the requisite percentage of the Holders (based on their respective Percentage Interests) (which approval may

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be withheld by each in its sole discretion) with respect thereto; provided, that, in the event that a Holder fails to notify the Servicer of its approval or disapproval of any such proposed action that constitutes a Majority Decision, Super-Majority Decision or a Unanimous Decision within five (5) Business Days after the delivery to such Holder by the Servicer of written notice of such a proposed Majority Decision, Super-Majority Decision or a Unanimous Decision, together with the information required or otherwise requested by such Holder pursuant to this Section 6(c), such Holder’s failure to notify Servicer of such approval or disapproval within five (5) Business Days shall be deemed to be such Holder’s approval. Notwithstanding anything to the contrary herein, the determination of whether there are the requisite number of Holders for a Majority Decision, Super-Majority Decision or a Unanimous Decision shall be made by the Servicer subject to Section 14(b)(ii) and Section 25 hereof. Promptly after such five (5) Business Day period (or earlier, if such information is known), Servicer shall inform in writing the Holders as to whether such proposed action was approved (or been deemed approved) or not. In the event that the requisite percentage of Holders have not approved (or been deemed approved) any Majority Decision, Super-Majority Decision or a Unanimous Decision, the Servicer shall not take such action. The foregoing notice periods may be reduced by the Servicer, acting in accordance with the Servicing Standard, if the Servicer determines that a decision is required within a shorter time period under the terms of the Mezzanine Loan Documents, the Intercreditor Agreement or other applicable agreement or if exigent circumstances exist; provided, however, that in no event shall the Holders have less than two (2) Business Days to approve or disapprove of any Majority Decision, Super-Majority Decision or Unanimous Decision and in no event shall any approval be deemed granted in the absence of the written notice and delivery of information as described above; provided, further that, any Holder that approves a Majority Decision, Super-Majority Decision or Unanimous Decision with respect to such Holder’s Note may waive any notice requirement or other information provision in its sole discretion. Any determination as to whether a specified action under Section 15(i), 15(n) or 15(o) of the Intercreditor Agreement has a “material adverse affect”, “material adverse impact” or similar determination on the Mezzanine Loan or a Holder’s interest therein shall be determined individually by each Holder in its reasonable judgment, to the extent such reasonable judgment is the applicable standard under such Section 15(i), 15(n) or 15(o), as applicable, of the Intercreditor Agreement, and if any such determination is made by a Holder and disclosed to the Servicer, the Servicer shall promptly notify the holders of the Senior Loan or Related Mezzanine Loan, as applicable.

(d) REO Mezzanine Loan. In the event the Mezzanine Loan Collateral is acquired pursuant to a foreclosure or deed (or assignment) in lieu of foreclosure, the Mezzanine Loan Collateral shall be held by one or more newly-formed single purpose entities for the pro rata benefit of the Holders based upon their respective Percentage Interests in the Mezzanine Loan and the Holders hereby agree to negotiate in good faith to reach an agreement relating to the ownership, operation, maintenance, management, leasing and marketing of the Pledged Senior Collateral, which agreement shall, in any event, provide that any action to be taken with respect to any matter constituting a Majority Decision, Super-Majority Decision or Unanimous Decision shall require the written approval (or deemed approval as described above in clause (c)) of the requisite percentage of the Holders (in accordance with their respective Percentage Interests) and any matter constituting a Specified Mezzanine Decision shall require the written approval of the Specified Mezzanine Lender; provided, however, if any Holder becomes a Borrower Affiliate Holder then such Holder shall be deemed to have granted the Holders that are not Borrower Affiliate Holders, collectively, an irrevocable power-of-attorney coupled with an

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interest, and its proxy, in order to take any action necessary for entering into any agreements for the creation and operation of the newly-formed single purpose entity created pursuant to this Section 6(d) and such Borrower Affiliate Holder shall be prohibited from giving any advice or recommendation relating to the formation and operation of such newly-formed single purpose entity; provided, further, however, that any such agreement shall provide, in the reasonable determination of each Holder that is not a Borrower Affiliate Holder, (i) that the distribution of any amounts to the Holders shall be in accordance with such Holder’s Percentage Interest and (ii) voting and control rights of the Borrower Affiliate Holders in any such agreement shall be consistent with the applicable provisions of Section 25 hereof to the extent those provisions are applicable in the context of an agreement for the creation and operation of such newly-formed special purpose entity. Notwithstanding any such acquisition of title to, and cancellation of the liens on, the Mezzanine Loan Collateral, such Mezzanine Loan shall be considered an “REO Mezzanine Loan” held by the Holders until such time as the Mezzanine Loan Collateral (or the Pledged Senior Collateral) shall be sold, transferred or conveyed by the Holders and this Agreement shall continue in full force and effect during such ownership of the Mezzanine Loan Collateral. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such “REO Mezzanine Loan” shall be considered outstanding, payments and collections with respect to the Mezzanine Loan Collateral received in any month (net of related expenses) shall be applied to amounts which would have been payable under the Mezzanine Loan in accordance with the terms of the Mezzanine Notes and this Agreement.

(e) Successor/Replacement Servicer. The Servicer shall not resign without giving each of the Holders thirty (30) days prior written notice thereof (or such lesser notice as may be acceptable to all the Holders) and satisfaction of the other conditions provided in the Servicing Agreement. In addition, a Deciding Majority of the Holders of the Mezzanine Loan may terminate the Servicer in the manner set forth in the Servicing Agreement. Upon any resignation or removal of the Servicer, as the case may be, a Deciding Majority of the Holders shall appoint a successor Servicer pursuant to a replacement servicing agreement reasonably approved by the Holders as a Majority Decision; provided, however, that such replacement servicing agreement does not conflict with or is not inconsistent with this Agreement or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. Furthermore, a Deciding Majority of the Holders of the Mezzanine Loan may (i) enter into a side agreement with the Servicer as and to the extent contemplated under any Servicing Agreement, to the extent necessary to permit the Servicer to perform any special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan, or (ii) enter into a separate special servicing agreement to the extent necessary to permit a designated special servicer to perform necessary special servicing functions in connection with a foreclosure or workout of the Mezzanine Loan; provided, however, that in each of the foregoing clauses (i) and (ii), such side agreement or separate special servicing agreement, as applicable, does not conflict with this Agreement, the Note Sales Agreement, the Mezzanine Loan Documents or any other existing Servicing Agreement, including without limitation, any provisions of this Agreement or any other existing Servicing Agreement requiring that the special servicer obtain the requisite Percentage Interest prior to taking any action that would qualify as a Majority Decision, a Super-Majority Decision or a Unanimous Decision. No successor Servicer shall be deemed to be appointed hereunder until such successor Servicer has

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accepted the appointment. At all times, any Servicer shall be a Qualified Servicer. In the event the Servicer resigns or is replaced in accordance with this Section 6(e) and a new Servicer is appointed, each Holder agrees to negotiate a substitute servicing agreement, in form and substance reasonably acceptable to the Holders that is consistent with the terms hereof, to be entered into by the Holders and the replacement or successor servicer as promptly as reasonably possible.

(f) Sale of the Mezzanine Loan. The Servicer shall have no authority under this Agreement to cause the sale of any Note without the prior written consent of the related Holder, which consent shall be given in such Holder’s sole and absolute discretion.

(g) Acceleration upon Event of Default. Upon the occurrence of an Event of a Default that does not result in an automatic acceleration of the Mezzanine Loan, the Servicer shall (i) promptly notify the Holders in writing of its intention to accelerate the Mezzanine Loan (such notice, an “Acceleration Notice”) upon the Servicer obtaining the consent of a Deciding Majority of Holders, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer to accelerate the Mezzanine Loan (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) promptly accelerate the Mezzanine Loan following election by a Deciding Majority of Holders to accelerate the Mezzanine Loan.

(h) Commencement of Foreclosure or Similar Proceedings. Upon an automatic acceleration of the Mezzanine Loan or an acceleration of the Mezzanine Loan in accordance with Section 6(h) hereof, the Servicer shall (i) promptly notify the Holders in writing of its intention to commence foreclosure proceedings against the Mezzanine Loan Collateral (such notice, a “Foreclosure Notice”) unless the Servicer obtains the direction of a Deciding Majority of Holders not to commence foreclosure proceedings against the Mezzanine Loan Collateral within the timeframes set forth herein, (ii) simultaneously provide the Holders with such information as the Servicer deems reasonably necessary under the Servicing Standard in order for the Holders to make an informed decision with respect to whether to instruct the Servicer not to commence foreclosure proceedings against the Mezzanine Loan Collateral (and shall provide any Holder, at such individual Holder’s expense, with any additional information which such Holder may request beyond the information reasonably provided by Servicer) and (iii) commence foreclosure proceedings against the Mezzanine Loan Collateral not later than 60 days following delivery to the Holders of the Foreclosure Notice unless a Deciding Majority of Holders elects not to commence foreclosure proceedings against the Mezzanine Loan Collateral.

7. Payment Procedure. (a) Each Holder hereby directs the Servicer, in accordance with the priorities set forth in Section 3 (but subject to Section 3(b) hereof), and subject to the terms of the Servicing Agreement, to deposit all payments received with respect to and allocable to each Note to the Collection Account established pursuant to the Servicing Agreement. Any successor Servicing Agreement shall require the Servicer to deposit such amounts in the Collection Account upon receipt, unless otherwise unanimously agreed to in writing by each of the Holders. Any amounts payable hereunder to a Holder shall be paid by the Servicer by wire transfer directly to the applicable Holder from the Collection Account within one (1) Business Day of receipt thereof by Servicer.

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(b) If a court of competent jurisdiction orders, at any time, that any amount received or collected in respect of any Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Mezzanine Borrower or paid to any other Person, then, notwithstanding any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to any Holder (unless otherwise so directed by such court), and, to the extent necessary to comply with such court order, each applicable Holder will promptly on written demand by the Servicer repay to the Servicer any portion of any such amounts that the Servicer shall have theretofore distributed to such Holder, together with interest thereon at such rate, if any, as the Servicer shall have been required to pay to the Mezzanine Borrower or such other person or entity with respect thereto pursuant to the terms hereof. If, for any reason, the Servicer makes any payment to any Holder before the Servicer has received the corresponding payment (it being understood that the Servicer is under no obligation to do so), and the Servicer does not receive the corresponding payment within five (5) Business Days of its payment to the applicable Holder, the applicable Holder will, at the Servicer’s request, promptly and, in any event, within five (5) Business Days return that payment to the Servicer (together with interest on that payment paid at the Prime Rate for each day from the making of that payment to the Holder until it is returned to the Servicer). Each Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mezzanine Loan in excess of its distributable share thereof, it will promptly after notice remit such excess to the Servicer for application in accordance with the Mezzanine Loan Documents and/or pursuant to this Agreement. The Servicer shall have the right to offset such amounts against any future payments due to the applicable Holder under the Mezzanine Loan if the Holder does not return such excess to the Servicer; provided, that each such Holder’s obligations under this Section 7 are separate and distinct obligations from one another and in no event shall Servicer enforce the obligations of any Holder against any other Holder. Each Holder’s obligations under this Section 7 constitute absolute, unconditional and continuing obligations.

8. Limitation on Liability of Each Holder. No Holder shall have any liability to any other Holder under this Agreement except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct or breach of this Agreement or the Servicing Agreement on the part of such Holder.

9. Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders

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are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.

(b) If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Agreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5^th) Business Day after delivery of the initial Buy-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) Business Day of the Buy/Sell Notice Deadline (the “Servicer Buy-Sell Confirmation”). The Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy-Sell Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, prior to any interests in the Mezzanine Loan actually being transferred in accordance with the terms hereof; provided, however, that the foregoing shall not release the

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Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. In the event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of a response thereto, such Buy-Sell Notice shall be deemed terminated and of no further force and effect.

(c) No later than 5:00 p.m. New York time, on the second (2^nd) Business Day after delivery of the Servicer Buy-Sell Confirmation of the effective Buy-Sell Notice (the “Buy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the “Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination):

(i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed to have indicated under Section 9(a) hereof;

(ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase the Notes of each party delivering a Sell Response);

(iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder); and

(iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the Invoking Holder pro rata based on the Note Principal Balances of such Buying Holders).

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(d) On the fifth (5^th) Business Day after the Buy-Sell Response Date (the “Buy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in respect of the Mezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the request of any other Holder, execute and deliver such documents and instruments as the requesting Holder shall reasonably require in order to effect such transfer. All payments received by any Selling Holder on or after the Buy-Sell Closing Date in respect of the ownership interests of the Holders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Selling Holder shall cooperate in facilitating the assignment of its respective portions of the Mezzanine Loan, and the administration thereof, including, without limitation, (i) transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) delivering loan related documents, (iii) causing servicing documents to be delivered, and (iv) such other cooperation as the Buying Holder reasonably requests to effectuate the intent of this Agreement.

(e) The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the Buy-Sell Closing Date, the same shall be borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be borne solely by the Buying Holder, and the Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof.

(f) If a Buying Holder does not pay the Buy-Sell Purchase Price when and as required by the terms of this Agreement, interest shall accrue thereon both before and after judgment, to the extent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and such Buying Holder shall thereafter have no voting or consent rights hereunder. Such interest shall be payable on demand from time to time and shall be computed on the basis of a 360-day year and actual days elapsed, and shall itself bear interest at the foregoing rate if not paid on demand.

10. Representations of the Holders. (a) Subject to the provisions of Section 10(b) below, each Holder, as of the date hereof, hereby represents and warrants that:

(i) Such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Holder is in compliance, in all material respects, with the laws of any applicable jurisdiction necessary to ensure the enforceability of the Mezzanine Loan and to perform its obligations under this Agreement.

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(ii) The execution and delivery of this Agreement by such Holder, and the performance of, and compliance with, the terms of this Agreement by such Holder, will not violate such Holder’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement of other such material instrument to which it is a party or which is applicable to it or any of its assets, in each case which materially and adversely affect the ability of such Holder to carry out the transactions contemplated by this Agreement.

(iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(iv) The execution, delivery and performance by such Holder of this Agreement does not require the obtaining of any consent, approval or authorization of, the giving of any notice to, or any registration or filing with, any federal or state governmental regulatory authority which has jurisdiction over such Holder.

(v) There are no actions, proceedings or investigations pending or threatened against such Holder before any state or federal court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated in this Agreement, or (C) which, if determined adversely to such Holder, may materially and adversely affect the performance by such Holder of its obligations under, or the validity or enforceability of, this Agreement.

(b) The representations and warranties set forth in clauses (a)(i) through (a)(v) above are made severally by each Holder with respect to itself, and the applicable Holder shall be the sole party liable for its breach of such representation or warranty.

(c) Each Initial Holder, as of the date hereof, hereby represents and warrants that it is the legal and beneficial owner of its Note free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee as contemplated by the provisions of Section 14(c).

11. Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing

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Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement:

(a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof:

(b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement;

(c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement;

(d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and

(e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement.

Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties to this Agreement and the parties to the Intercreditor Agreement. Any termination of the Servicer as Directing Junior Lender shall not, in and of itself, cause a termination of the Servicer in its capacity as Servicer under the Servicing Agreement, unless a separate termination of the Servicer is effected in accordance with the terms and conditions of the Servicing Agreement.

12. No Creation of a Partnership. Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the Holders a partnership, association, joint venture or other entity.

13. Syndications; Cooperation.

(a) Each Holder acknowledges that any Holder may elect, in its sole discretion (but subject to the restrictions on transfer herein and in the Intercreditor Agreement), to include its Note in a Syndication. In connection with a Syndication and subject to the terms of the preceding sentence, at the request of the Holder engaging in a Syndication (the “Requesting Holder”), each other Holder shall, at the sole cost and expense of the Requesting Holder, use reasonable efforts to satisfy, and to cooperate with the Requesting Holder in attempting to cause

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Mezzanine Borrower to satisfy, the market standards to which the Requesting Holder customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Syndication, including, without limitation, entering into (or consenting to, as applicable) any modifications to this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents, and to cooperate with the Requesting Holder in attempting to cause Borrower to execute such modifications to the Mezzanine Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies or as reasonably necessary to effect the Syndication; provided, however, no Holder shall be required to modify or amend this Agreement, the Intercreditor Agreement or any Mezzanine Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to, such Holder or any other economic terms of its related Note, (ii) materially increase such Holder’s obligations or materially decrease such Holder’s rights, remedies or protections, (iii) violate any transfer restriction herein or in any Mezzanine Loan Document or otherwise be prohibited by any of the Mezzanine Loan Documents, (iv) be inconsistent with the terms hereof or of the Mezzanine Loan Documents or (v) otherwise, in such Holder’s reasonable judgment, have any material adverse impact on such Holder or its Note, including, without limitation, having a material adverse effect on the debt service coverage ratio or the loan to value ratio of such Holder’s Note; provided, however, that with respect to any such determination of a material adverse impact in accordance with clause (v) of the preceding proviso, such Holder shall, upon request of the Requesting Holder, provide a reasonable explanation as to the basis for such determination (provided that no Holder shall be required to divulge confidential or proprietary information). In connection with the Syndication, each Holder agrees to provide for inclusion in any disclosure document relating to the related Syndication such information concerning itself and its Note as the Requesting Holder reasonably determines to be necessary or appropriate.

(b) Each Holder shall have the right, subject to the terms of the Mezzanine Loan Documents and the restrictions on transfers herein, in connection with any Syndication or other Transfer of all or any portion of such Holder’s Note, to request the Borrower and/or other necessary parties execute amended and restated or additional notes (respectively, the “New Notes”) or create one or more participation interests in a Note, which New Notes or participation interests may evidence (x) two or more notes with a senior/subordinate structure, (y) one or more participation interests related to the outstanding Note with a senior/subordinate structure, or (z) one or more pari passu notes or pari passu participation interests. Any reallocation of the principal and/or interest of its outstanding Note among the New Notes or among the participation interests applicable to such Note shall be subject to the following prohibitions: (i) the aggregate principal balance of the New Notes following such amendments (or the aggregate principal balance of the participation interests related to the outstanding Note) is no greater than the aggregate principal balance of the “Old Note” (which for the purposes of this Agreement shall mean the outstanding Note prior to such amendments or the creation of such participations, as applicable), (ii) all New Notes (or each of the participation interests related to the Old Note) will, and will continue to, have the same weighted average interest rate as the interest rate of the Old Note, and any such reallocation of the principal balances and/or interest rate shall not have a material adverse impact on the interest rate, debt service coverage ratio or loan to value ratio of any other Holder’s Notes, (iii) the terms (other than the principal balance, interest rate and subordination relative to each other) of the New Notes or participations shall be the same as the Old Note, (iv) the amendment of the Old Note and execution of the New Notes shall not violate,

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either initially or with the passage of time, any terms of the Mezzanine Loan Documents, (v) any Requesting Holder shall notify the other Holders in writing of such modified allocations and principal amounts (it being understood that, subject to the satisfaction of this Section 13, no consent by such parties is required for any such allocations), (vi) the due dates for any principal and interest payments shall not be changed, and (vii) no change to the interest rate or principal balance of the Requesting Holder’s Notes shall (x) result in a decrease in the subordination afforded any of the interests in the Senior Loan or any of the Mezzanine Loans held by any Holder or (y) decrease or delay amounts distributable with respect to any other Holder’s Note.

(c) In connection with a Syndication and subject to the terms of the first sentence of Section 13(a), each Holder covenants and agrees that it shall (x) cooperate with the reasonable requests of each Rating Agency and the Requesting Holder at the sole cost and expense of the Requesting Holder in connection with the Syndication, as well as in connection with all other matters to the extent set forth in, and subject to the restrictions and limitations of, this Section 13, and the preparation of any offering documents thereof and (y) review any information relating to itself and its Note in any Syndication document and respond reasonably promptly with any changes necessary to make the information materially correct. Each Holder acknowledges that the information provided by it to the Requesting Holder may be incorporated into the offering documents for such Syndication. Each Holder engaging in a Syndication and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each non-participating Holder.

(d) The Holder engaging in a Syndication shall deliver to each other Holder drafts of the preliminary and final Syndication offering documents at such time as the Holder engaging in a Syndication deems necessary or appropriate (but in no event shall the first draft thereof be delivered to the other Holders less than ten (10) Business Days prior to the date of the Syndication), and each non-participating Holder shall review and comment thereon as soon as possible but in no event later than five (5) Business Days of its receipt thereof and if any such Holder fails to respond within such time, such Holder shall be deemed to have elected to not comment thereon; provided that, subject to the preliminary drafts being distributed within the timeframes required above, each non-Participating Holder shall review and comment on the final draft distributed in connection with the preparation of any preliminary and final offering documents for printing no later than 9:00 a.m., New York City time, on the Business Day following its receipt thereof (provided that such final draft is received no later than noon, New York City time on such prior Business Day) and if any such Holder fails to respond by such time, such Holder shall be deemed to have elected to not comment thereon. The Holder engaging in a Syndication shall incorporate into the offering circular any material and reasonable comments of the non-participating Holders thereto.

(e) Each Holder acknowledges and agrees that with respect to any Syndication, the source of any fees of a trustee, administrative agent, settlement agent or similar party (which shall not include the servicer and special servicer acting for the Mezzanine Loan as a whole) shall not include any collections allocable to any Note not included in such Syndication.

14. Sale of Each Holder’s Interest. (a) No Holder shall transfer its interest in the Mezzanine Loan except in accordance with this Section 14 and the restrictions on transfer, participation and securitization set forth in the Intercreditor Agreement and any Mezzanine Loan

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Documents (including, without limitation, compliance with all applicable gaming requirements set forth therein to the extent applicable). Subject to the additional restrictions set forth in Section 14(b) below, no Holder shall sell, assign, transfer, pledge, syndicate, participate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its applicable Note (a “Transfer”) other than as provided below in Section 14(c), without the prior written consent of the other Holders which may be granted in each such Holder’s sole discretion; provided, that each Holder may (i) Transfer up to 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) without obtaining the prior written consent of the other Holders, and (ii) Transfer in excess of 49% of its interest in the applicable Note (when aggregated with all prior Transfers relating to such Note) to a Qualified Transferee without obtaining the prior written consent of the other Holders. Notwithstanding anything to the contrary contained herein, no Holder shall (i) Transfer all or any portion of its applicable Note to (u) the Senior Borrower, (v) the Mezzanine Borrower, (w) any Related Mezzanine Loan Borrower, (x) any Affiliate of the Senior Borrower, the Mezzanine Borrower or any Related Mezzanine Loan Borrower (provided this clause (x) is not intended to prevent a Holder that became an Affiliate of the Senior Borrower and/or any Mezzanine Borrower solely due to the exercise of remedies under a more junior Related Mezzanine Loan from Transferring all or any portion of its applicable Note to an Affiliate of such Holder that is also an Affiliate of the Senior Borrower and/or Mezzanine Borrower so long as such Affiliate of such Holder also became an Affiliate of the Senior Borrower and/or Mezzanine Borrower solely by virtue of the exercise of remedies under the more junior Related Mezzanine Loan and such Affiliate of such Holder is not a Sponsor Affiliate or any other Person to whom a Transfer would be prohibited under the Intercreditor Agreement or any other provision of this Agreement), (y) any Sponsor Affiliate, or (z) any non-U.S. Person who is a “10 percent shareholder” within the meaning of Section 871(h)(3)(B) of the Code or to a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code with respect to the Borrower unless such non-U.S. Person is entitled to benefits under an income tax treaty to which the United States is a party that reduces the rate of withholding tax on payments to zero, and in each case any such Transfer shall be void ab initio, or (ii) Transfer all or any portion of its applicable Note to any transferee without providing an officer’s certificate, signed by an officer of the transferee, that transferee (i) is exempt from the approval requirements set forth under New Jersey law and described in Section 13(b) hereof, (ii) has been approved as a “financial source” by the New Jersey Casino Control Commission (“NJCC”), or (iii) upon such Transfer, will seek approval as a “financial source” by NJCC. Any transferee of any Note or interest therein (other than a Trustee in a Securitization or Syndication or a participant in the Mezzanine Loan who shall take subject to this Agreement), shall execute an assignment and assumption agreement whereby such transferee assumes all obligations of the related Holder hereunder with respect to such Note or the portions thereof so Transferred and under the Servicing Agreement with respect to such Note or the portions thereof so Transferred, from and after the date of such assignment (or in the case of a Pledge to a Loan Pledgee, assumes from and after the date that such transferee becomes the owner of such Note by reason of foreclosure or assignment-in-lieu of foreclosure of such Pledge). Within five (5) Business Days of any Transfer (other than a Pledge to a Loan Pledgee) of all or any portion of its Note, each Holder shall deliver a notice to Servicer and to each of the other Holders in writing (a “Transfer Notice”) at its address set forth in the Servicing Agreement and include the name and address of any transferee, whether such transferee is a Qualified Transferee, and the percentage amounts of its Note being transferred, and, promptly following consummation of such Transfer, an executed

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copy of the related assignment and assumption agreement, if applicable. The Transfer Notice shall include either (i) a description of the related agreement, including a reference that the notice relates to the “Harrah’s [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Co-Lender Agreement”, a list of the original parties to the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Co-Lender Agreement, a statement that such Transfer Notice relates to the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan, together with the principal balance of the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan, the origination date of the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan, and the original parties to the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] [Eighth] [Ninth] Mezzanine Loan or, (ii) a copy of this Agreement

(b) (i) If any Holder Transfers any interest in its Note to any Person or any Holder Transfers any interest in its Note to a Loan Pledgee (each such Person or such Loan Pledgee, a “Proposed Transferee”) and such interest, together with any interests in any other Note and any interests in any other promissory note related to the Senior Loan or any other mezzanine loan previously or simultaneously transferred to the Proposed Transferee or an Affiliate thereof, has a principal amount equal to or greater than 2% of the aggregate outstanding principal amount of the Senior Loan and each Mezzanine Loan, then such Proposed Transferee shall promptly after such Transfer (if it has not done so previously) take all necessary action to become approved by the New Jersey Casino Control Commission (“NJCCC”) as a “financial source” unless such Proposed Transferee is otherwise exempt from such approval requirements to the extent set forth under applicable New Jersey law (such Proposed Transferee that is so approved or is in the process of becoming approved, or that is exempt from such approval requirements, a “Permitted Transferee”).

(ii) Each Holder (including in its capacity as a Pledging Holder, if applicable) agrees and each Loan Pledgee shall be deemed to have agreed that in the event the NJCCC or any other applicable regulatory authority affirmatively determines that such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee is disqualified by the NJCCC in accordance with applicable law, rules or regulations (such Holder (including in its capacity as a Pledging Holder, if applicable) or such Loan Pledgee, a “Disqualified Transferee”), then such Disqualified Transferee (provided that with respect to a Disqualified Transferee that is a Loan Pledgee, solely with respect to clause (x) below) agrees (x) immediately, and without any required notice or any action by any other Holder or the Servicer, (1) that such Disqualified Transferee shall have no right to vote on any matters hereunder, including without limitation, any right to vote on any Majority Decisions, Super-Majority Decisions or Unanimous Decisions, and any such votes shall be determined without regard to the interest in the Mezzanine Loan held by such Disqualified Transferee and any other Disqualified Transferees and (2) that such Holder (or with respect to a Loan Pledgee, the related Pledging Holder) shall have no right to receive interest in respect of its Note (or interest therein) pursuant to Section 3(a)(iii) hereof during such time as such Holder or such Loan Pledgee is a Disqualified Transferee, (y) to indemnify, defend and hold each other Holder harmless from, against and in respect of any actions, causes of action, suits, claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and disbursements) incurred by such other Holder as a result of any action taken with respect

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to any Mezzanine Loan or the Senior Loan, the related borrowers, related operators or related licensees by the NJCCC or any other applicable regulatory authority as a result of the Holder failing to comply with Section 14(b)(i) or the Holder or any related Pledging Holder otherwise being a Disqualified Transferee and (z) to use its reasonable best efforts to Transfer its Notes or interest therein to a Permitted Transferee. For the avoidance of doubt, this Section 14(b)(ii) shall not apply if (i) such Holder’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate or (ii) any Loan Pledgee’s interest in the Senior Loan, the Mezzanine Loan and any Related Mezzanine Loan in the aggregate is less than 2% of the outstanding principal amount of the Senior Loan, the Mezzanine Loan and each Related Mezzanine Loan, in the aggregate.

(c) Notwithstanding any other provision hereof but subject to the provisions of Section 14(b) and 14(d), each Holder consents to each Holder’s pledge or sale in or under a repurchase transaction, credit facility or other similar transaction (a “Pledge”) of its respective Note or interest therein (such Holder that pledges its Note or interest therein, a “Pledging Holder”) to any entity which has extended credit, including, without limitation, credit in the form of a repurchase agreement facility, credit facility or other similar transaction, to any Holder if such entity would otherwise satisfy the requirements of a Qualified Transferee or is a financial institution whose unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency (a “Loan Pledgee”), on the terms and conditions set forth in this Section 14(c). No Loan Pledgee may be the borrower under the Senior Loan, the borrower under the Mezzanine Loan, any borrower under any Related Mezzanine Loan, any Affiliate of any of the foregoing, or any Sponsor Affiliate and any such Pledge shall be void ab initio. Upon written notice by a Holder to the Servicer and the other Holders that the Pledge has been effected and the address for notice purposes of the Loan Pledgee, the Servicer and each Holder agrees to acknowledge receipt of such notice and thereafter agrees as applicable: (i) Servicer shall give Loan Pledgee written notice of any default by the applicable Holder under this Agreement of which default the Servicer has actual knowledge; (ii) to allow Loan Pledgee a period of at least ten (10) calendar days from its receipt of such notice to cure a monetary default and thirty (30) calendar days from its receipt of such notice to cure a non-monetary default by the applicable Holder in respect of its obligations to the Servicer or such Holder hereunder, but Loan Pledgee shall not be obligated to cure any such default; (iii) that no amendment or modification of this Agreement and no waiver or termination of any applicable Holder’s rights under this Agreement, shall be effective against Loan Pledgee without the written consent of Loan Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Loan Pledgee shall not be required unless applicable Holder’s consent was required pursuant to the terms of this Agreement to effect such modification, waiver or termination; (iv) that such other Holders shall deliver to Loan Pledgee such estoppels as Loan Pledgee shall reasonably request; provided that any such estoppel certificates shall be in a form reasonably satisfactory to such other Holders; and (v) that, upon written notice (a “Redirection Notice”) to the Servicer by Loan Pledgee that the applicable Holder is in default beyond applicable cure periods under such Holder’s obligations to Loan Pledgee pursuant to the applicable credit agreement or repurchase agreement between the applicable Holder and Loan Pledgee (which notice need not be joined in or confirmed by such Holder), and until such Redirection Notice is withdrawn or rescinded by Loan Pledgee, the Servicer shall remit to the applicable Loan Pledgee and not to the applicable

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Holder, any payments that the Servicer would otherwise be obligated to pay to such Holder from time to time pursuant to this Agreement, any Mezzanine Loan Document, any document evidencing a Holder’s interest, copies of any default notices or any other agreement between the Servicer or any Holder that relates to the Mezzanine Loan or this Agreement. Each pledging Holder hereby unconditionally and absolutely releases the Servicer and the other Holders from any liability to such Holder on account of the Servicer’s or a Holder’s compliance with any Redirection Notice believed by the Servicer or a Holder to have been delivered by the pledging Holder’s Loan Pledgee. Loan Pledgee shall be permitted to fully exercise its rights and remedies against the applicable Holder, and realize on any and all collateral granted by the applicable Holder to Loan Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law. In such event, the Servicer and each of the other Holders shall recognize a Loan Pledgee that is a Qualified Transferee (and any transferee which is also a Qualified Transferee at any foreclosure or similar sale held by Loan Pledgee or any transfer in lieu of such foreclosure), and its successors and assigns, as the successor to the applicable Holder’s rights, remedies and obligations under this Agreement and the documents evidencing a Holder’s interest and any such Loan Pledgee or Qualified Transferee shall assume in writing the obligations of the applicable Holder hereunder accruing from and after such Transfer and agrees to be bound by the terms and provisions hereof, it being agreed that, notwithstanding anything to the contrary contained herein, such Loan Pledgee shall not be required to so assume applicable Holder’s obligations hereunder prior to such realization on such collateral. The rights of Loan Pledgee under this Section 14 shall remain effective unless and until Loan Pledgee shall have notified the Servicer and Holders in writing that its interest in the applicable Note has terminated.

(d) Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a Qualified Transferee provides financing to a Holder, then such Conduit will be a permitted Loan Pledgee despite the fact it is not a Qualified Transferee if the following conditions are satisfied:

(i) The loan (the “Conduit Inventory Loan”) made by the Conduit to the Holder to finance the acquisition and holding of its interest in the Holder’s Note will require a third-party (the “Conduit Credit Enhancer”) to provide credit enhancement;

(ii) The Conduit Credit Enhancer and the administrator of the Conduit will be a Qualified Transferee;

(iii) Holder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the Note to the Conduit as collateral for the Conduit Inventory Loan;

(iv) The Conduit Credit Enhancer and the Conduit will agree that, if Holder defaults under the Conduit Inventory Loan, or if the Conduit is unable to refinance its outstanding commercial paper even if there is no default by Holder, the Conduit Credit Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of Holder’s interest in the Note to the Conduit Credit Enhancer; and

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(v) Unless the Conduit is in fact then a Qualified Transferee, the Conduit will not without obtaining a Rating Agency Confirmation from each Rating Agency have any greater right to acquire the interests in the Note pledged by the Holder, by foreclosure or otherwise, than would any other purchaser that is not a Qualified Transferee at a foreclosure sale conducted by a Loan Pledgee.

(e) In the case of any sale, assignment, transfer or other disposition of a participation interest in the Note, (i) the Holder’s obligations under this Agreement shall remain unchanged, (ii) the Holder shall remain solely responsible for the performance of such obligations, and (iii) the Servicer and any Persons acting on its behalf shall continue to deal solely and directly with the Holder in connection with the Holder’s rights and obligations under this Agreement and the Servicing Agreement, and all amounts payable hereunder shall be determined as if the Holder had not sold such participation interest.

(f) The parties acknowledge and agree that Section 38 of the Intercreditor Agreement applies to discounted pay-offs of the Notes and that such discounted pay-offs described in Section 38 of the Intercreditor Agreement are not Transfers subject to the provisions of Section 14 hereof.

15. Other Business Activities of the Holders. Each Holder acknowledges that each party hereto may make loans or otherwise extend credit to, and generally engage in any kind of business with the Mezzanine Borrower, its Affiliates, any holder of preferred equity in the Mezzanine Borrower, or any lender that has foreclosed or is in process of foreclosure or comparable conversion on any Junior Loan (collectively, “Mezzanine Borrower Related Parties”), and receive payments on such other loans or extensions of credit to the Mezzanine Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

16. Exercise of Remedies. (a) Except when acting through the Servicer in accordance with the terms of the Servicing Agreement, the Intercreditor Agreement and this Agreement, each Holder agrees that it shall have no right, acting individually outside of the scope of this Agreement (other than the Specified Mezzanine Lender pursuant to Section 3.3 of the Note Sales Agreement), and hereby presently and irrevocably permits the Servicer, to carry out the instructions, subject to obtaining the required consents for Majority Decisions, Super-Majority Decisions or Unanimous Decision, on behalf of all of the Holders, to do each of the following (in each case, subject to the terms and conditions hereof and of the Intercreditor Agreement and Servicing Agreement): (i) to modify or waive any of the terms of the Mezzanine Loan Documents; (ii) to consent to any action or failure to act by the Mezzanine Borrower or any party to the Mezzanine Loan Documents; (iii) to call an Event of Default under the Mezzanine Loan Documents; (iv) to take legal action to enforce or protect each Holder’s interests with respect to the Mezzanine Loan or to exercise or refrain from exercising any powers, rights or remedies that the Holders may have under the Mezzanine Loan Documents or otherwise with respect to the Mezzanine Loan at law or in equity, including, without limitation, the right at any time to accelerate, or refrain from accelerating, the Mezzanine Loan, to foreclose and sell and otherwise deal with the Mezzanine Loan Collateral, or refrain from foreclosing, selling or otherwise dealing with the Mezzanine Loan Collateral, and to enforce or refrain from enforcing

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the Mezzanine Loan Documents; (v) to file any bankruptcy petition against the Mezzanine Borrower; provided, however that the Servicer shall not vote on behalf of the Holders any claims with respect to the Mezzanine Loan in any bankruptcy, insolvency or similar type of proceeding of the Mezzanine Borrower and such rights are exclusively retained by the individual Holders. Notwithstanding anything herein to the contrary, the Initial Servicer shall not be required to engage in Special Services (as such term is defined in the Interim Servicing Agreement). The Initial Servicer shall not perform any Special Services except pursuant to a written agreement between the Holders and the Initial Servicer. The foregoing provisions of this Section 16 shall not limit the right of any Holder to exercise its right to (i) appoint a Servicer in accordance with the terms of this Agreement and (ii) consent to a Majority Decision, a Super-Majority Decision or a Unanimous Decision.

(b) The Servicer shall direct the Collateral Agent to take any action necessary to effectuate any of the Servicer’s duties hereunder (subject to obtaining any necessary consent of the Holders in accordance with this Agreement) and the Collateral Agent shall take such action, to the extent such action is permitted under the terms of the Mezzanine Loan Documents.

17. Non-Recourse Obligations of the Holders. Notwithstanding anything to the contrary contained herein or the Servicing Agreement, no Holder shall be personally liable hereunder or under the Servicing Agreement other than to the extent of cash, property or other value realized or derived from its respective ownership of the Mezzanine Loan and to the extent of amount distributable hereunder.

18. Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19. Modifications. Except as expressly provided herein, this Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each of the parties hereto; provided, however, that no amendment or modification hereof that requires the consent or approval of the Mezzanine Borrower pursuant to Section 9.11 of the Mezzanine Loan Agreement shall be permitted other than in compliance with such section.

20. Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as provided in Section 7 and Section 14, none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto.

21. Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile.

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22. Captions. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement.

23. Notices. All notices, demands, requests, consents, approvals or other communications required, permitted, or desired to be given hereunder shall be in writing sent by facsimile (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address set forth on Exhibit B hereto, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 23. Any such notice, demand, request, consent, approval or other communication shall be deemed to have been received: (a) upon delivery (or first refusal of delivery) if sent by registered or certified mail, postage prepaid, return receipt requested, (b) on the date of sending by facsimile if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day) and (d) on the next Business Day if sent by an overnight commercial courier. All written notices so given shall be deemed effective upon receipt or, if mailed, upon the earlier to occur of receipt or refusal thereof. Notwithstanding the foregoing, the Servicing Agreement and the provisions of Section 25 of this Agreement may restrict the delivery of notices and other documents, information or reports to a Holder that is the Mezzanine Borrower, the manager of the Mezzanine Loan Collateral or an Affiliate thereof. Additionally, notwithstanding the foregoing, the Initial Servicer shall have satisfied the notice requirements under this Section by providing notices in accordance with the Servicing Agreement.

24. Withholding Taxes. (a) If the Servicer or the Mezzanine Borrower shall be required by law to deduct and withhold Taxes from sums payable to a Holder with respect to the Mezzanine Loan as a result of such Holder constituting a Non-Exempt Person, the Servicer shall be entitled to do so with respect to such Holder’s interest in such payment (all withheld amounts being deemed paid to such Holder); provided that the Servicer shall furnish such Holder with a statement setting forth the amount of Taxes withheld, the applicable rate and other information which may reasonably be requested for purposes of assisting such Holder to seek any allowable credits or deductions for the Taxes so withheld in each jurisdiction in which such Holder is subject to tax. To the fullest extent permitted under the Mezzanine Loan Documents, the Servicer shall enforce against the Mezzanine Borrower any right to receive a reimbursement from the Mezzanine Borrower with respect to any Taxes withheld from such Holder.

(b) Each Holder shall and hereby agrees to indemnify the other Holders and the Servicer against and hold the other Holders and the Servicer harmless from and against any Taxes, interest, penalties and attorneys’ fees and disbursements arising or resulting from any failure of the Servicer to withhold Taxes from payment made to such Holder if and to the extent the Servicer failed to withhold in reliance upon any representation, certificate, statement, document or instrument made or provided by such Holder to the Servicer in connection with the obligation of the Servicer to withhold Taxes from payments made to such Holder, it being expressly understood and agreed that (i) the Servicer shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement, document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility

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to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same and (ii) each Holder shall, upon request of the Servicer and at its sole cost and expense, defend any claim or action relating to the foregoing indemnification using counsel selected by the Holder and reasonably acceptable to the Servicer. The Person that is the Holder of a Note at any particular time shall not be liable under this Section 24 with respect to any predecessor or successor Holder of such Note.

(c) Each Holder represents to the Servicer (for the benefit of the Mezzanine Borrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, each Holder shall deliver to the Servicer evidence satisfactory to the Servicer substantiating that it is not a Non-Exempt Person and that the Servicer is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mezzanine Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if a Holder is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-9 and (ii) if a Holder is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the Mezzanine Borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, a Holder shall satisfy the requirements of the preceding sentence by furnishing to the Servicer an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Holder, as evidence of such Holder’s exemption from the withholding of United States tax with respect thereto. Except in the case of the Initial Holders, the Servicer shall not be obligated to make any payment hereunder to any Holder in respect of such Holder’s Note or otherwise until such Holder shall have furnished to the Servicer the forms, certificates, statements or documents required by this Section 24.

25. Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of

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calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

26. Consents to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the State of New York located in the borough of Manhattan in the city and county of New York, and any appellate court from any thereof, in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereunder may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court.

27. Co-Origination Agreement. Each of the Holders hereby acknowledges and agrees that on and after the date hereof, the Co-Origination Agreement is hereby terminated and of no force and effect and no provisions shall apply with respect to the Mezzanine Loan.

28. Note Register. The Servicer shall keep or cause to be kept at its offices books (the “Note Register”) for the registration and transfer of each Note. The Note Register shall contain the name and address of the Holders and the name and address of any transferee of each Note, together with wire instructions for such holder or transferee, of whom the Servicer has received notice, and the form of a copy of any written assumption agreement referred to in Section 14(a), shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. The Servicer shall promptly furnish to any Holder a copy of the Note Register upon receipt of request therefor.

29. Notes Not Securities. Each Holder acknowledges and agrees that the Notes are not securities for purposes of federal and state securities laws and that each Note represents a separate debt obligation of the Borrower.

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30. Custody of Mezzanine Loan Documents. The Mezzanine Loan Documents, other than each Holder’s respective Note, shall be held by Bank of America, N.A. (successor by merger to LaSalle Bank, National Association) in accordance with the terms of that certain Custodial Agreement, dated May 5, 2008 (the “Custodial Agreement”), among JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Credit Suisse, Cayman Islands Branch, German American Capital Corporation, Merrill Lynch Mortgage Lending, Inc., Bear Stearns Commercial Mortgage, Inc., Goldman Sachs Mortgage Company and Morgan Stanley Mortgage Capital Holdings LLC, as Owner, and LaSalle Bank National Association, as Custodian, until such time as the Custodial Agreement is terminated in accordance with the terms thereof. In the event of a termination of the Custodial Agreement, the Mezzanine Loan Documents shall be held as determined by the Deciding Majority.

31. Collateral Agent. The Collateral Agent hereby represents, warrants and covenants that it shall not take any action that is reserved for the Servicer or the Holders under this Agreement or the Intercreditor Agreement, except to the extent directed by the Servicer.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the Holders have caused this Agreement to be duly executed as of the day and year first above written.

JPMORGAN CHASE BANK, N.A., as Note A-1 Holder and as Note A-7 Holder
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Note A-2 Holder
By:
	Name:
	Title:
CITIBANK, N.A., as Note A-3 Holder
By:
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Note A-4 Holder
By:
	Name:
	Title:

By:
	Name:
	Title:
GERMAN AMERICAN CAPITAL CORPORATION, as Note A-5 Holder
By:
	Name:
	Title:
By:
	Name:
	Title:
MERRILL LYNCH MORTGAGE LENDING, INC., as Note A-6 Holder
By:
	Name:
	Title:
GOLDMAN SACHS MORTGAGE COMPANY, as Note A-8 Holder
By:	Goldman Sachs Real Estate Funding Corp.,
	its General Partner
By:
	Name:
	Title:

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, as Note A-9 Holder
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Collateral Agent
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Initial Servicer
By:
	Name:
	Title:

EXHIBIT A

HOLDER SCHEDULE

$[300,000,000.00] [275,000,000.00] [First] [Second] [Third] [Fourth] [Fifth] [Sixth]

[Seventh] [Eighth] [Ninth] Mezzanine Loan

Note Holder Note Principal
Balance Mezzanine Note Interest Rate Percentage
Interest

A-1

EXHIBIT B

NOTICE ADDRESSES

Initial Holder:

Notice Address Wiring Instructions

B-1

SCHEDULE I

MAJORITY DECISIONS

(a) any amendment, modification or waiver of any provision of the Mezzanine Loan Documents that is not otherwise included as a Unanimous Decision;

(b) any determination to accelerate the Mezzanine Loan following an Event of Default;

(c) any commencement or termination of any foreclosure upon or comparable conversion of the ownership of the equity interest in the Mezzanine Borrower or any other enforcement action under the Mezzanine Loan Documents (or any election not to commence or continue any foreclosure pursuant to Section 6(i) of the Co-Lender Agreement);

(d) the filing or joinder in any filing of any involuntary bankruptcy case against any Person;

(e) except as specifically permitted in the Mezzanine Loan Documents, any consent to an assignment and assumption of any of the obligations of the Mezzanine Borrower under the Mezzanine Loan;

(f) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a material capital expenditure or other extraordinary expenses, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(g) any approval of the transfer of any portion of the Mezzanine Loan Collateral to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents and is not otherwise included as a Unanimous Decision;

(h) any material modification to a ground lease, to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(i) any determination to apply casualty proceeds or condemnation awards toward repayment of the Mezzanine Loan rather than toward restoration of the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

(j) the subordination of any lien (other than the lien on any material Mezzanine Loan Collateral) created pursuant to the terms of the Mezzanine Loan Documents;

(k) any material alteration to the Property, in each case, to the extent any such approval is requested by the Mezzanine Borrower or required under the Mezzanine Loan Documents;

I-1

(l) approval of any plans and specifications submitted to the lender for approval under the terms and provisions of the Mezzanine Loan Documents;

(m) any consent granted under any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Super-Majority Decision or Unanimous Decision;

(n) any waiver of an Event of Default that is not otherwise included as a Unanimous Decision;

(o) any termination or replacement of the property manager, casino operator, franchisor or any material approval or modification or any termination of the property management agreement, shared services agreement, intellectual property license agreement or any other agreement relating to operation of the casinos or any franchise agreement relating to the properties that is not otherwise included as a Unanimous Decision, in each case to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents;

(p) entering into an agreement converting or exchanging any Mezzanine Loan (or any portion thereof) into or for any other indebtedness;

(q) authorizing the sale of the Mezzanine Loan Collateral or the Pledged Senior Collateral following foreclosure (or assignment of deed-in-lieu thereof) for an amount less than the amount the applicable Mezzanine Borrower would be required to pay to release the Mezzanine Loan Collateral or the Pledged Senior Collateral, as applicable, from the liens of the Junior Loan Documents or Senior Loan Documents, as applicable;

(r) the appointment, termination or approval of any Servicer;

(s) the appointment, termination or approval of any Collateral Agent;

(t) any amendment, modification, waiver or supplement of any provision of, or any assignment of any operating lease or operating lease guarantee that is not otherwise included as a Unanimous Decision to the extent the lender has approval rights with respect to such item in the Mezzanine Loan Documents; and

(u) the incurrence by the Mezzanine Borrower of any additional debt.

I-2

SCHEDULE II

SUPER-MAJORITY DECISIONS

(a) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement that is not otherwise included as a Unanimous Decision; and

(b) except as otherwise included as a Unanimous Decision, any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an amendment, deferral, extension, modification, increase, renewal, replacement, consolidation, supplement or waiver to a Senior Loan or a Senior Junior Loan, as applicable (an “Alteration”) (i) that materially adversely affects the Holders in a manner different from the manner in which the Alteration being consented to affects the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration; provided, however that if such consent to an Alteration of the Senior Loan or Senior Junior Loan, as applicable, is being provided in connection with a corresponding Alteration to the Mezzanine Loan, then the consent by the Holders to the Alteration of the Senior Loan or Senior Junior Loan, as applicable, will be a Majority Decision if the corresponding Alteration to the Mezzanine Loan requires the consent of a Deciding Majority hereunder; provided, further, however, that if a corresponding Alteration would have been made to the Mezzanine Loan Agreement in connection with such consent to an Alteration of the Senior Loan set forth in Section 8(a)(xx) or (xxi) of the Intercreditor Agreement but for the fact that the applicable provisions in the Mezzanine Loan Agreement subject to such Alteration were included in the Mezzanine Loan Agreement solely by cross-reference to the Mortgage Loan Agreement (and therefore such Alteration to the Senior Loan has the effect of, but does not require a corresponding Alteration to, the Mezzanine Loan Agreement) as opposed to being fully defined in the Mezzanine Loan Agreement, then, to the extent such Alteration, if actually made to the Mezzanine Loan Agreement, would be a Majority Decision, the consent by the Holders to the Alteration of the Senior Loan will be a Majority Decision, or (ii) that requires the unanimous consent of the Senior Lender or Senior Junior Lender, as applicable, wishing to effect such Alteration.

II-1

SCHEDULE III

UNANIMOUS DECISIONS

(a) any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);

(b) any waiver, reduction, deferral or forgiveness of the principal amount of a Note (other than pursuant to the terms of the Note Sales Agreement);

(c) any waiver, reduction, deferral or forgiveness of the interest rate (or any component definition thereof) or any interest or fee payable in respect of a Note;

(d) the extension of the maturity date with respect to a Note (other than as permitted under Section 2.7 of the Mezzanine Loan Agreement); provided, however, that, following the acceleration of the Mezzanine Loan, the consent to any action that results in the Mezzanine Loan no longer being accelerated such that the maturity date is returned to the date it was prior to the acceleration shall not be an extension of the maturity date for purposes of this clause (d);

(e) any extension, postponement or waiver of the date for payment of any amount payable under the Note Sales Agreement, and any waiver, reduction, deferral or forgiveness of any amount payable under the Note Sales Agreement;

(f) the release, substitution (involving a release) or sale of any material Mezzanine Loan Collateral or any other material collateral securing the Mezzanine Loan (or, to the extent the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] Mezzanine Lender (as defined in the Intercreditor Agreement) has approval rights with respect to such item in the Mezzanine Loan Documents, securing the Senior Loan or more senior Related Mezzanine Loan), or any material guaranty of obligations under the Mezzanine Loan (other than to the extent permitted under the Mezzanine Loan Documents and other than in connection with the release and/or conveyance of the O’Sheas or the RDE Parcels (each as defined in the Mezzanine Loan Agreement), in each case under Section 2.5 of the Mezzanine Loan Agreement) or the reduction of any release consideration under the Mezzanine Loan Agreement;

(g) the amendment of any Mezzanine Loan Document in a manner that would by its terms alter the pro rata application of payments required thereunder or the priority of the Mezzanine Loan or any Note (whether among Holders of the Mezzanine Loan or among the Mortgage Loan and the Mezzanine Loan) under the Mezzanine Loan Documents with respect thereto;

(h) any amendment, modification or waiver of any of the terms or provisions of the Intercreditor Agreement in a manner that would reduce the consent rights of the [First] [Second] [Third] [Fourth] [Fifth] [Sixth] [Seventh] Mezzanine Lender (as defined in the Intercreditor Agreement) or any consent granted under Section 8(a) or 8(c) of the Intercreditor Agreement to an Alteration to a Senior Loan or a Senior Junior Loan, as applicable, that would increase the interest rate or principal balance or shorten the maturity date of the Senior Loan or Senior Junior Loan, as applicable;

(i) any amendment, modification or waiver of any operating lease that reduces or defers the rent payable under such lease;

(j) any amendment, modification or waiver of any guaranty of an operating lease that has the effect of reducing or deferring any payment obligations of the guarantor thereof; and

(k) the subordination of any lien on any material Mezzanine Loan Collateral.

EXHIBIT M

Notice Addresses:

[Redacted.]